This article is written from the Real World perspective Real World
Series Spider-Man
Release Date September 9, 1995
Episode Number 14
Writer John Semper, Jr.
David Lee Miller
5 images

Kingpin brings together Spider-Man's greatest foes as a single team to take down the hero. Timing couldn't be worse as Spider-Man notices his powers beginning to fail. (Season Premiere)


From atop a buiding Spider-Man looks down at the people in New York City and thinks out loud that he bets everyone down there has someone that they are close to. Spider-Man then jokingly says that Bruce the gargoyle is always there for him and then web swings away. While web swinging Spider-Man mentions that he wishes he had someone prettier to talk to like Felicia Hardy or Mary Jane Watson. Hwever, Spider-Man convinces himself that no woman can commit to a guy that sneaks off to crawl on walls. As Spider-Man sticks to the wall of a near by building he loses his grip and begins to fall. However, Spider-Man is able to grab a ledge on the building before he can hit the ground. Spider-Man wonders what is going on but realizes that his powers are back. As Spider-Man starts to climb the wall again his spider powers fade once more and he falls again. However, Spider-Man's life is saved by falling into a dumpster filled with feathers.

Later that night all the crime lords in New York City meet and Kingpin reports on how well their criminal activities are going. However, a crime lord called Silvermane presses a button which activates wires that bind Kingpin to his chair. As Kingpin demands to know what is going on Silvermane answers that Kingpin is losing control of his territory and that it will soon cost the Crime Cartel money. Silvermane also tells Kingpin that the Cartel is losing respect for him. Kingpin is then easily able to break out of the wires and grabs Silvermane by his jacket. As Kingpin looks at the members of the cartel he asks who it is that is losing respect for him and directly calls out Hammerhead and Owl. Kingpin then tells the crime lords that he has already started an opperation to kill Spider-Man and that soon he will be finished.

A short while later a tiny robot breaks into a prison and enters the cell of the Chameleon. The tiny robot then hands Chameleon his image inducer and  a communicator allowing Alistair Smythe to talk to him. Alistar then greets Chameleon and tells him that a helicopter will land in the main yard in fifteen minutes. As a guard walks by he looks into Chameleon's cell and sees Warden Davis in there and unlocks the cell to let him out. However, Chameleon changes into the guard and is able to lock him in there. Chameleon then frees Mac Gargan, Quentin Beck, and Shocker. The three of them then go to a locker room and retrieve their costumes and equipment. Mysterio then released a smoke screen making then invisible before they could be caught by the guards. As they approach Rhino's cell Shocker attempts to blas it open but fails. Chamelon then tells Shocker that he has the keys and unlocks the cell freeing Rhino. They then head to Doctor Octopus' cell and Shocker blasts the shackles on the wall that are holding his mechanical arms in place. The six criminals then ran out to the court yard where they were fired on by the prison guards. However, a helicopter landed and they got on and the helicopter flew off.

The helicopter then takes them to an abandoned warehouse. Over an intercom Kingpin welcomes the villains and calls them his Insidious Six. Doctor Octopus then demands to known who he is and what he wants from them. Kingpin answers that he is their new leader and that the six of them are his ultimate weapon. At that moment Spider-Man appears above their heads on the skylight. As Shocker fires a blast at Spider-Man from his Vibro-Shock Gauntlets Spider-Man jumps out of the way. Spider-Man then clings to the wall and Doctor Octopus attempts to hit him with his mechanical arms. As Spider-Man jumps to the ground Scorpion tackles him. As Spider-Man stands up Rhino charges at him and when Spider-Man hits the wall he explodes. As they look at his body they see that it was really a robot. However, Rhino believed it was the real Spider-Man but was corrected by Doctor Octopus. Kingpin and Smythe then enter the room. Kingpin proposes that they work together. However, Doctor Octopus and Mysterio say that they want to handle Spider-Man on their own. Kingpin then reminds all of them that the last time they worked on their own they all ended up in prison. Mysterio then agree to join Kingpin's Insidious Six. However, Doctor Octopus replied that he was a scientist and not some thug for hire. However, Kingpin promised Doctor Octopus that he could provide him with the finest laboratory in the world. After hearing this Doctor Octopus decides to join his team and thus the Insidious Six is born.

The next night Spider-Man spends the entire night searching for the criminals. As morning comes Spider-Man shoots his web at a news stand and uses it to grab a newspaper and leaves money to pay for it. As Spider-Man reads a story about the six escaped criminals he thinks to himself that eventhough he has his powers back he has to worry about them now. As Spider-Man swings throught the city he says to himself that it is strange that none of the six criminals have commited any crimes yet. Spider-Man then sticks to the side of a building but his powers start to wane and he starts to fall to the ground. However, he hits awning which slows his fall as he hits the ground. As he gets he Spider-Man frantically begins to wonder what is happening to his spider powers. As Spider-Man runs through Central Park he remembered that he left his street chothes on a high ledge and with his powers gone is unable to get to them. Spider-Man then realizes that he must hide because it would be far to easy for one of his enemies to grab him. As Spider-Man runs past a clothes line he grabs a blanket and wraps it around him so that he could hide his costume from Aunt May and takes off his mask. As Peter goes inside his house, May sees him and asks where he has been. Peter answers that he went jogging. However, May is confused as to why he would go jogging with a blanket wraped around him. Peter then goes to his room and takes a nap from 7:00 P.M. to 9:30 P.M. and when he wakes up he climbs up the wall of his room onto the ceiling and discovers that his powers have returned. However, as Peter goes down stairs Aunt May tells him that he has been asleep all day yesterday and all night. Upon hearing this Peter realizes that he is late for Curt Connors' class and rushes to Empire State University.

Meanwhile at ESU, Dr. Connors is giving a lesson on a new type of science called Neogenics which will allow the scientists to explore and manipulate DNA. Curt continues to tell his class that Neogenics was invinted by Dr. Farley Stillwell and that it is one of the most important achievments of the century. Curt goes on to say that the Toomes Foundation might be giving Empire State University grant money to continue their research on Neogenics if they can convince them how important Neogenics is. Connors then challenges his students to create an original Neogenics experiment and says that the winner will get the job as his research assistant if the Toomes grant is awarded to Empire State University. At that moment Peter enters Connors' class right as it ends. As Peter leaves his class he is followed by Debra Whitman who makes jokes about him being late for class. As Peter starts to walk off he is stopped by an ESU student named Michael Morbius who says that he thught Peter would be his main competition but reveals that he no longer feels that he is a threat. Just then Felicia Hardy runs up and says hi to Peter. However, Morbius gets between them and he introduces himself to her. Felicia then grabs Peter's hand and walks off with him and asks him to escort her to the opening of Hardy Foundation's new science center. As Peter asks if it is a date Felicia replies that it is and that she wants him to come because he is the only one she knows that can explain all the scientific terms to her. Flash then complains to Peter about J. Jonah Jameson calling a group of villains the "Spider-Man Six." However, Peter has no idea what he is talking about. Flash then takes out a mini-tv and shows Peter news footage of Spider-Man and five other criminals working together to commit crimes. Peter quickly runs off and changes into his Spider-Man costume.

Moments later Spider-Man arrives at the scene of the crime and confronts Rhino. However, as Spider-Man leaps out of the way he is attacked by Shocker, Chameleon, and Scorpion. Knowing that he is out matched Spider-Man runs into a parking garage and the doors shut behind him. However, a train heads for him but Spider-Man realizes that it is just another one of Mysterio's illusions. Just as Mysterio is about to kill Spider-Man, Doctor Octopus uses his mechanical arms to force open the door and grabs him. As the other five gather around Scorpion steps forward and demands that he be the one to kill Spider-Man. However, Doctor Octopus calls him names. This makes Scorpion angry and he hits Doctor Octopus with his tail. A fight then ensues between the members of the Insidious Six and during the fight Shocker accidentally fires a blast a Doc Ock's tail which causes Doctor Octopus to lose his grip on Spider-Man. As Spider-Man runs off he attempts to climb a wall to escape but learns that once more his powers are gone. To defent himself Spider-Man uses his web shooters to shoot a web line at Ock's mechanical arms. However, without his spider strength Ock is able to throw him across the street. As Spider-Man stood up his arm was in pain and he realised that without his spider strength Ock was almost able to tear his arm off. Shocker then fires a sound blast at Spider-Man but Spidey is able to dodge it. As Spider-Man start to run away Scorpion slams his tail against the sidewalk causing it to cavein. As Spider-Man falls into the subway he lands atop a subway train. Doctor Octopus attempts to grab him with his mechanical arms but misses him. Scorpion then chases after the subway train. However, as Scorpion gets on top of the moving subway he sees that Spider-Man has vanished. While not paying attention as the subway travels Scorpion hits a low hanging metal rod and is knocked off the subway. Inside the subway Peter (now wearing his street clothes) decides that he must find out why he keeps losing his powers.

Peter then changes back into his Spider-Man costume and goes to Empire State University to see Curt Connors. Spider-Man tells Curt about his power loss and Curt takes a sample of Spider-Man's DNA. After examining Spider-Man's DNA Connors tells him that his DNA's structure is changing. As Spider-Man asks what he is changing into Curt answers that he doesn't know but he will help him find out. After running some tests Connors discovers that Neogenics was somehow involved in giving him his powers. As Connors continues to run tests on Spider-Man, Spidey remembers back to when he first got his powers. On the day he got his powers Peter was watching an early experiment on Neogenics which was being conducted by Dr. Farley Stillwell. Without anybody noticing a tiny spider got into the path of the radioactive beam and then crawled onto Peter's hand and bit him giving him his powers. Connors then finishes his tests on Spider-Man and Spider-Man asks him what is happening to him. Curt answers that he needs to do more tests to be sure but he thinks that Spider-Man's DNA may have mutated permanently and that for all he knows his powers could be gone.

Later that day from Crime Central, Kingpin communicates with the members of the Insidious Six and orders them to search the city for Spider-Man. The Insidious Six then go their seperate ways in search for the wall crawler. Just then a bus drives by them which has Peter Parker inside. As Peter gets off at his stop he thinks to himself that his life as Spider-Man is over. Peter gets excited because he knows that without the responsibility of being Spider-Man he will have time to study and go on dates. However, as Peter thinks this to himself he remembers that he was suppose to meet Felicia and hurries off.

That night Scorpion approaches Peter Parker's house dressed in a trench coat and fadora. Scorpion is then confroned by Doctor Octopus and asks where he is going. As Scorpion orders Doctor Octopus to get out of his way Ock uses his mechanical arms to grab Scorpion's tail and arms. Scorpion answers that he id going to Peter Parker's house because he always takes photos of Spider-Man for the Daily Bugle and that he plans to follow him until he leads him to Spider-Man. However, Doctor Octopus knows that Scorpion will mess things up so Doc Ock tells Scorpion to follow him to see how this should be done.

At that moment Felicia called May from a pay phone and asked her if she knew where Peter was. May replied that she didn't know and as Felicia hangs up the phone a theif steals Felicia's purse and runs off. However, the thief is stopped by Michael Morbius and as the police arrive the thief drops the purse and runs off. As Morbius realizes who she is he asks if she is Peter's girlfriend. Felicia answers that Peter is not her boyfriend and that she isn't even sure she wants to be his friend.

Back at the Parker house May is in the kitchen cooking dinner. As the doorbell rinds May walks to the door and answers it to find Doctor Octopus (hiding his mechanical arms under a trench coat) who introduces himself as Dr. Otto Octavious and lies to  May telling her that Pet collapsed on the street and that it was near his clinic and that he took Peter there. May worried for Peter asks Doctor Octopus to take her to Peter which he agrees unaware that Octavious is really kidnapping her. A short while later peter arrives home and notices that May is not home. Peter realizes that something is wrong and thinks to himself that if he still had his spider sense it would probably be going crazy. As Peter enters that kitchen he finds a not saying that if he wants his aunt back he will tell Spider-Man to go to 636 Battery St. immediately. Peter knows that even without his powers he can not fail his Aunt May and decides to go save her.

Meanwhile, at the clinic May asks Octavious when she can see Peter and he answers that she will be able to see him very soon. From the security room Smythe, Rhino, Shocker, Chameleon, Mysterio, and Scorpion watch both Doctor Octopus and May on a monitor. As Shocker looks at another monitor he sees Spider-Man and tells the others of his arrival. Shocker is confused as to why Spider-Man is coming to them on foot and thinks that he must have some trick up his sleeve. Just then Smythe contacts Doctor Octopus and he goes to meet the others. Spider-Man then enters the clinic but falls through a trap door leading to the basement.




  • Shocker is the only one who gets to keep his suit in prison. Additionally, he is the only one Chameleon refers to by his codename rather than real name when releasing.


  • First episode of the Neogenic Nightmare series that would last the entire season.
  • Only appearance of Owl.
  • Features the creation of the Insidious Six.


In the comics the group is actually called the Sinister Six. For some reason, Broadcasting Standards and Practices would not allow the group to be called this so the name was changed, despite the fact that X-Men had prominently featured a character called Mister Sinister.


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