|This article is written from the Real World perspective|
|Release Date||February 4, 1995|
|Episode Number|| 2 (Overall)|
|Writer|| John Semper, Jr.|
Stan Berkowitz (Teleplay)
Spider-Man find new opponents in an army of robots, a corrupt crimelord who sets his sights on the hero, a greedy businessman who'll do anything to protect his interests, an overeager reporter who goes too far, and a father and son just trying to be together.
Something mechanical flies through the skyscrappers of New York City. It turns and sees Spider-Man swinging on his webbing on street over. It turns back to continue flying, seeing a reflection of itself and three others following. They then spot Spider-Man swinging behind the buildings in front of them.
Spider-Man lands on the side of a building and turns to face out. He notes how nice it is to get away from things up there, clearing out the cobwebs. Suddenly, his spider-sense goes off and comments on how he can't sling a few webs in peace anymore.
The mechanical device flies towards him tracking his position. Spider-Man sees the four devices approaching and calls them flying toys and wonders why they would alert his spider-sense.
One of the devices zooms in on his face. Suddenly they fly right at him. Spider-Man ducks narrowly avoiding getting hit in the head. He lifts his legs to dodge another saying his question has been answered.
Spider-Man begins doing backflips to climb up higher on the building continuing to dodge their attacks. As he climbs higher, one of the devices continues tracking him. A voice compliments the hero's speed and agility.
Spider-Man reaches the top and compares them to a mini Air Force. He races back as one chases. He's back against a wall and at the last second jumps so the device slams into the wall exploding.
However, the blast knocks him down. He looks up realizing they are flying smart bombs.
Spider-Man webs the device and jokes that it shouldn't hold a pose. He ties the other end of the web to a radio tower joking that he will make sure the device never works in this town again.
He turns and sees another device flying towards him. He quickly runs and leaps off the roof as the webbed device spins around uncontrollably. He knows he needs to leave before he is blown to bits.
The two remaining devices fly over the side just as the webbed device explodes.
The devices fly through city after Spider-Man then divide up. Spider-Man realizes they are trying to box him in and thinks he can use it against them.
One device follows him around the corner and down a street. Its lens zooms in. He notes how he has to time this just right. He looks and sees the second one approaching in front of him.
As both devices near, he drops from the web. The devices collide and explode.
Another device flies down. It shines a light and spots Spider-Man as he is getting a banana peel off him. He realizes this is the last one. The device flies forward and he leaps up. It crashes into the ground blowing up.
From the nearby roof, Spider-Man watches the smoke wondering who is after him this time.
Another man in a wheelchair tells the man, Mr. Osborn, that his father is the foremost expert in the field of robotics and not a failure. Smythe tells his son, Alistair, to relax as there is no need to defend him. He goes around and begins pushing his son out of the room.
As they walk down the hall, Smythe explains that the Spider Seekers proved that the targeting computers were able to find Spider-Man. Osborn retorts that they are his targeting computers as he paid for them pointing out that Smythe only invented them.
A large metal door opens letting them into a large lab. Osborn asks what good the computers are if they cannot catch Spider-Man. Smythe claims that is not their job. Osborn wonders who job it is and Smythe says it is "his" job.
The three approach a large robot. Osborn is shocked at the sight. Smythe presses a button and a light illuminates it. He introduces them to his Spider-Slayer, the Black Widow. Lights come on revealing the large spider-like black and red robot.
The next day at The Daily Bugle, a woman paces around the office looking at a notepad and talks of a caterer, parking attendant, musicians, and cleaning crew. She asks J. Jonah Jameson if they have all been taking care of. Sitting at his desk with Joseph Robertson at his side, he tells Ms. Hardy he has since this is not the first charity ball he has hosted.
Jameson retorts that if they spend any more money on this he will need charity. Robbie leans over reminding him that Felicia's mother is a very important philanthropist and advertiser. He further reminds him that they know a photographer. Jameson sighs knowing who he is talking about.
Somewhere, Peter is looking at a picture of Spider-Man underneath the spinning Spider Seeker. He moves it to look at another of one approaching him. He thinks to himself that this is all he needs, flying robots. He wonders who is controlling them.
Just then, Robbie calls for him saying Jameson wants to see him. Peter tells him he'll be right there and drops the photographs into an inbox.
Back in the office, Jameson reassures Felicia that this charity ball is as important to him as it is to her. He stands saying he is sending his very best photographer, with a bit of hesitation and his fingers crossed behind him.
Felicia wonders who that is. Peter comes in and notices her. Felicia turns and recognizes him. Jameson realizes they know each other. She explains that they go to college together. She approaches him saying he is as unpredictable as ever.
She reveals that Jameson said he was his best photographer. Peter asks if he did. Jameson grumbles to himself saying he is his very best.
Peter holds up his camera saying he points and shoots and it isn't a big deal. He zooms in on her face and takes a snapshot.
Jameson replies that the charity is a big deal explaining that Felicia's mother is sponsoring it while he is hosting it. He asks if Peter can take pictures of something other than Spider-Man.
Peter calls himself "Mr. Versatile." Felicia is assured he won't disappoint her and rubs his face. Peter says he won't. Felicia then walks out and Peter watches her go.
At some factory, a mechanical arm moves along a rail then moves the arm down. Osborn watches as it moves over the Black Widow. The arm releases a drop of something that burns into the robot's armor. Then a screw is driven in.
Smythe warns Osborn to not get close explaining that the acid is the only thing that can penetrate the Black Widow's armor. Osborn turns saying that it is almost ready.
Just then, Eddie Brock walks up talking about getting his biggest scoop, the capture of Spider-Man. He thanks Mr. Smythe for bringing him in on this.
Another drop of acid falls and another screw is put into place.
Eddie agrees and says he is also news while writing on his notepad. He excuses himself as he wants to ready his crew. He turns and walks out.
Norman looks at his watch saying he needs to leave as well. He reassures the father and son that everything will be done by the book. He says they have to trust him then walks out.
When he's gone, Alistair says he gets nervous anytime someone says he has to trust them. Spencer pushes him along saying that is not entirely inappropriate.
Spencer explains it will just be Alistair's size when it's finished. Alistair asks if this is why he is working with Osborn and putting Spider-Man on a platter. Spencer says that the explosion at his old lab was his fault. He says he would do anything to help his son.
Alistair wonders if that means working for Osborn. Spencer says it is then claims that Osborn is not that bad.
Inside, Osborn climbs some stairs explaining that the Black Widow is ready. A deep voice asks if anyone suspects "he" is involved. Osborn walks forward saying that no one does.
He walks across a large room towards a man sitting behind a large desk in the shadows. The man says this is good, as it should be. He explains that crime is his livelihood and his life slamming his fist on the desk.
He says it is all jeopardized by the sudden appearance of Spider-Man. He activates a console and Osborn watches as holographic projectors turn on.
They display a globe of Earth high above the middle of the room. The man asks how he can control a worldwide criminal network if he cannot control crime in his own home city.
Osborn says that the Black Widow can neutralize all of Spider-Man's powers. Monitors turn on showing images of Spider-Man swinging through the streets past a car hitting a trash can, jumping down in front of two armed men, and landing on a post then leaping off.
The man turns off the monitors just as it shows the hero landing on a building saying that the loose cannon must be removed. Osborn claims he doesn't have anything to worry about.
The man retorts that Osborn does. He says that if it fails he will get control of Osborn's company. He notes how it is an interesting way to pay back a loan.
Osborn claims that his debt will be paid in full as of tomorrow. He turns and starts walking out. He stops saying something occurs to him. He notes that either Spider-Man is destroyed or the man gets OsCorp. Either way, the man wins.
The man leans forward into the light revealing his massive size. He says that is why he is the Kingpin and laughs.
At OsCorp, Spencer watches a small mechanical arm assemble a Spider Seeker. He asks Alistair if he is ready but the son is not sure. Spencer explains that if the Seekers found Spider-Man once they can do it again.
Alistair rolls away while Spencer approaches a console. Alistair claims that if they find him they have to destroy him because with Spider-Man they won't get a second chance.
The Seeker activates and blasts off. It joins dozens of other Seekers flying off into the air.
A door opens on the OsCorp roof. Hundreds Seekers pour out into the night air and over the river.
At some penthouse building, some guy asks another named Osborn if his father usually comes to these kind of parties. The party is in full swing with people in nice clothing everywhere.
Two men stand off to the side. One, looking like a younger version of Osborn, says that he borrowed his father's ticket. He explains there is some big deal at the factory that night and his father won't tell him what, not that he ever does.
Felicia walks up asking if they have to talk about work saying it is boring. She grabs the other man by the arm and leads him away.
The couple walks out on the dance floor and start dancing. Calling him Flash, she says everything is working out fine. She starts talking about Jameson then stops. Flash tries to get her attention.
The crowd moves away. Peter tells his Aunt May that this is incredible just like he told her. She takes his hand saying that it is nice but she would be happy with her cable television. Peter leads her through the party telling her she needs to get out.
Flash is amused that Peter's aunt is his date. Felicia retorts that it is sweet and leaves him to find out who she is. Flash is left stunned.
Just then, Felicia approaches them and says that Peter looks incredible. Peter then introduces his aunt to Felicia. The two women shake hands as the hostess says how nice it is to meet her.
Felicia asks if she can borrow her nephew for a dance and pulls him away before getting an answer. May is left stuttering to herself.
The two begin dancing. He says that he should be taking pictures. She replies that she should be dancing with Flash Thompson.
On the side, Flash stands with the young Osborn. He scowls at his date dancing with another man.
The two spin around passing the band. Peter thinks to himself how he is happier now than on some boring blind date. The two stare into each others' eyes smiling.
Flash and Osborn lean against the wall while the larger man still scowls. He says he knew something like this might happen and tells Osborn to follow him. The two leave the party.
Out in the sky, a Spider Seeker approaches the building.
Down in the street between the penthouses and Daily Bugle building, Osborn stands next to a car while Flash gets something out of the back. Flash says that Peter won't dance Felicia away from him.
Osborn wonders what Peter will do when he sees Flash in the costume. Flash puts on the mask saying he does not know, but warns not to be too close to Peter when he does.
The two walk into the building. The Spider Seeker hovers over the entrance spotting the two. The robot zooms in on Flash in the costume and targets him.
Eddie reveals that it is Jameson's place. He is excited knowing his boss will have a front row seat. Norman says that is goof for Jameson then orders Spencer to get this over with.
Spencer nods in agreement and activates the console.
Jets on the underside of Black Widow fire. The massive robot flies off into the air. The doors in the OsCorp roof close after it leaves.
Back at the penthouse, Peter and Felicia are still dancing when the band finishes the song. The two also stop as people applaud.
They both clap and she tells him he is a good dancer and that is surprised her. Peter tells her a lot about him would surprise her. She says she loves surprises and asks about this one.
She leans in and kisses him. Peter is surprised but then relaxes and enjoys it.
Just then, his Spider-Sense goes off. He breaks off the kiss wondering why now and looks around. Felicia calls to him.
She turns and sees Flash in the costume approaching the party. People are startled and stare at the approaching figure.
Growing scared, Felicia wonders what he wants. Peter reassures her that it is just some imposter. She questions how he would know that. Peter gets flustered and says maybe it is him.
Jameson sees the figure and notes that Spider-Man is in his home.
Flash approaches Peter and grabs him by the collar saying they need to have a talk. Peter tries to hide his smile while playing alone and asks what this is about. Flash tells Peter that he doesn't like the pictures Peter's always taking of "him."
Peter apologizes and Flash says that's better but not good enough. Peter asks what he would like him to say.
Just then, Black Widow rises outside the window.
Flash lets Peter go and points to the window screaming. Peter jokingly imitates the scream. Peter turns wondering what is making his Spider-Sense go off. He looks at the window but there is nothing there.
Black Widow flies over to the roof and lands.
In the party, the roof crumbles in causing people to scream. The party goers look up to see the enormous robot making a bigger hole in the roof. The jets flare as it lowers itself down.
People run for their lives as the roof crumbles down around them. The robot lands on the floor.
Flash backs away and runs. He hides behind a large column and peaks around.
Black Widow looks around then spots Aunt May. Peter sees this and runs towards her. Felicia calls out to him.
The robot stomps through the penthouse.
Peter leads May down a hall to a door. He gets her inside and tells her to stay inside. She tries to protest but he tells her he will be okay.
He closes the door and mutters to himself that he hopes so.
Meanwhile, the robot stomps through the penthouse then stops to look around. The robot's shadow engulfs Felicia as she says it is ruining everything. She screams as it approaches.
The real Spider-Man appears in the hole in the roof ordering it to leave her alone. The robot turns to spot its target. He says if it wants to dance to dance with him then leaps down.
He lands on the Black Widow's back then leaps off.
Jameson grows angry saying that this is the fight of the century and he has no photographer. He yells out for Peter and looks around not finding him.
Felicia looks up again terrified.
Spider-Man drops the tablecloth and leaps over the robot as it smashes its "fangs" into the wall behind him. Spider-Man lands joking that when this thing crashes a party it really crashes it.
Black Widow turns as the wall crumbles down. Spider-Man looks up to see more of the roof collapsing. He reaches up to catch the roof as it falls down on top of him.
Flash looks around seeing the roof collapse. Dust engulfs the penthouse.
At OsCorp, Norman, Spencer, and Alistair watch the video feed. As the screen is blocked by dust Norman wonders where their target went.
Spencer controls the console and looks around. Norman points out Spider-Man underneath the rubble. Spencer focuses the camera on the hero. Norman orders him to get Spider-Man.
At the penthouse, Black Widow stomps forward and leans down. It moves back up with Spider-Man in its "mouth." The jets flare and it lifts off.
The Black Widow flies away from the building and into the night air, briefly silhouetted against the full moon.
Back at OsCorp, the top door opens. Black Widow slowly descends and lands. It drops Spider-Man down on the ground and turns to walk away. Spider-Man offers a weak groan.
Jameson walks in saying this will cost him a million dollars. Just then he hears Eddie's voice. He walks into the room where May is sitting watching the television.
On the news and holding a microphone, Eddie stands over Spider-Man explaining that he appears dazed. He announces that this is the moment all of America has been waiting for: the unmasking of Spider-Man.
Jameson steps forward realizing what Eddie's big scoop is. He smiles thinking that this might be worth all the damage.
Eddie says they are live and exclusive. Jameson tells him to cut to the chase.
The camera zooms in on Spider-Man's face and pulls the mask off.
May recognizes him as Flash Thompson. Jameson asks if she knows him. She explains he goes to school with her nephew Peter.
Jameson is shocked that Spider-Man is really some "dumb kid" not believing it. The real Spider-Man then asks how anything can be unbelievable to someone who publishes a tabloid. Jameson turns and finds Spider-Man on the ceiling above him.
May stands and is shocked at the hero's arrival.
At OsCorp, Eddie continues the broadcast while Norman, Spencer, and Alistair watch. The man holding the J3 camera films as Eddie explains the police will soon arrive. Flash tries to get up behind them.
However, Eddie is interrupted by some loud banging. He turns to see five armored men with rifles storm into the room.
Flash is shocked and quickly puts his mask back on. He gets up and runs away.
Eddie reports to America that men just broke into the lab at OsCorp as they run past him. He stops one asking what they want. The man points to Flash saying him.
The other men have surrounded Flash. He tries to back away.
Alistair questions the events as he thought they were turning Spider-Man over to the police. Spencer asks Norman what is going on. Norman says he has nothing to do with this. Spencer points out that he trusted Norman.
Eddie and the cameraman approach the armed men. One of the men looks over and smacks the camera out of the man's hands smashing it on the floor.
Eddie tells him he has First Amendment rights. The armed man tells him he just "amended" them.
Spider-Man jokes that he is in two places at once. Jameson tells May that this one is the real deal. He says that after all this time he can practically smell him.
Just then he realizes that Eddie has a fake Spider-Man thus making his entire company look like fools. Spider-Man retorts that it isn't hard to do. Jameson begins to curse him out.
May interrupts saying that Flash is in trouble and wonders if someone should go help him. Jameson looks up but finds the wallcrawler gone and just the two of them alone.
Out in the city, Spider-Man swings over the buildings. He notes that somebody has to save the one who hates Peter Parker. As he swings past a Daily Bugle billboard he notes the dramatic irony that he has to do it.
Back at OsCorp, the armed men hold the others at gunpoint while two of them guard the door. Suddenly the metal door is ripped outwards.
The two men turn and look in then slowly proceed through the doorway. Spider-Man then says "knock, knock" to get their attention.
The two turn and see Spider-Man hanging on the wall above them. One doesn't think he's real since they got him in the other room. Spider-Man jokes that it's all smoke and mirrors and to read his book.
Spider-Man leaps down and lands on the two knocking their guns away. They both grunt in pain.
Back in the lab, one of the men hears and wonders what is going on. One tells the others that he doesn't know but they should finish off Spider-Man and get out of there otherwise Kingpin will finish them.
Spencer looks at Norman asking about this Kingpin. Norman again swears he had nothing to do with this.
Flash backs away saying the man doesn't understand. The soldier readies his rifle telling the "webhead" this isn't personal.
Just then, webbing wraps around the gun and pulls it out of his hand. It flies over to the door where Spider-Man is crouched telling him to stop.
Eddie, Spencer, Alistair, and Norman are shocked by this development.
The soldier wonders about there being two of them. Spider-Man congratulates him for being able to count, joking that people say the school system is failing.
Spider-Man runs forward as the soldiers rush to meet him. Spider-Man ducks under a blast then lifts the first man up tossing him aside. Another man rushes him but he kicks him down. A third tries to grab him from behind.
The last soldier watches then orders the others to start up the Black Widow. Norman tells Spencer there is no choice. Spencer points telling him that is the button.
The soldier presses it and the Black Widow powers on. It lifts up and walks forward.
Spider-Man tosses a soldier into another then turns to face the robot now knowing its name. The massive robot stomps towards him.
Spider-Man leaps over the robot and lands near a metal beam. He knows that Black Widow is stronger but, lifting the beam, theorizes that this will even the odds.
He swings it and it smacks the Black Widow. However, the robot appears undamaged and continues walking forward.
The guards get up and grab their rifles to continue firing. The blasts miss Spider-Man and he leaps back dropping the beam. He tells them to relax as he and Widow are trying to have quality time together.
He fires his webbing so they wrap up the soldiers' legs. They both trip dropping their guns. Spider-Man thanks them for their cooperation.
Norman leaves the others and Eddie asks where he is going. He claims he is going to even the odds then pulls the sheet covering a Spider Seeker.
Spider-Man thinks the robot is indestructible as he whacks it again. Black Widow is stunned but keeps going.
The two webbed guards struggle against their binds. They duck when the Seeker flies over their heads. The robot hits the wall and explodes.
A fire breaks out engulfing the building. The guards get out of the webs and run away.
Eddie, Spencer, and Alistair start to head out. Norman stops Spencer and his son reminding them of their deal, if Spider-Man isn't destroyed then he doesn't get the hoverchair.
Spencer reluctantly agrees and requests that he get Alistair out of there. The son protests saying his father can't stay. Norman pushes him out as Spencer says he will be fine.
Spencer walks to the console and activates it. Smoke rises up behind him. He sees Spider-Man holding the beam and taking another swing.
Suddenly, Black Widow grabs the beam away from him. It starts swinging it at him. Spider-Man realizes the robot is more agile than he imagined. He ducks as the beam swings at him destroying a nearby support.
Spencer uses the console.
Black Widow swings the beam and Spider-Man leaps over. He lands but Black Widow manages to connect the beam knocking Spider-Man away.
Spider-Man flies across the floor and crashes into a pile of barrels and notes he wasn't fast enough. He tries to shoot some webs but nothing happens. He realizes his webbing is gone and he has to change cartridges.
He sees Black Widow approaching and knows he cannot change them now. Spider-Man crawls up the wall away from the robot.
Spider-Man finds Flash in a small alcove. The imposter begs the hero to keep the robot away from him and moves away. Spider-Man says he will do what he can and continues up. He wonders if he can get up higher.
Behind him, Black Widow rises in the air. It shoots black liquid out on the wall. Spider-Man falls off the wall realizing it is some kind of oil that is cancelling out his spider-stickiness.
Black Widow moves underneath his fall.
Spencer watches as Spider-Man falls but then disappears. He wonders what happened.
On the robot's back, Spider-Man jokes that he should have thought of this sooner.
Spencer realizes there is only one place that Spider-Man could have gone.
Black Widow begins jerking around and spinning. Spider-Man rides it like a bull saying he needs to hold on. Black Widow slams itself against the wall then flies around doing loops.
Spencer monitors the console then finds Flash, still in costume, in the alcove. He thinks Spider-Man must have jumped off.
Flash cries out saying he is not him. As Black Widow targets him, Spider-Man thinks that Flash is a "true" profile of courage. He pulls out two web cartridges saying he will help him out anyways.
Black Widow continues stomping forward. Flash tries to show it that he can't stick to walls. He explains he cannot swing on webs either as he gets airsick.
Spider-Man crawls along the back of the robot towards the jets. He inserts one in each side wondering how they will work with the propulsion systems.
Black Widow moves its arms towards Flash. The imposter begs Spider-Man to hurry as it's getting closer. Just then the arms move away.
Spider-Man webbed up the back two legs and is pulling it backwards. He tells Flash to keep his mask on as he's the one controlling the robot now.
Spencer tries the controls wondering what is happening, then slams his fist down on them.
Spider-Man tells the Black Widow to take a dive then swings the web forcing the robot over the side.
As Black Widow falls it flares its jets. However, they die out and webbing spurts out each one.
The Black Widow falls into a vat of acid splashing it over the side. It slowly sinks down, smoking rising from it, trying to move. It eventually submerges and disappears.
Spencer tries the controls but nothing happens. He turns and finds the room filling with smoke.
In the rafters, Flash walks over to Spider-Man. He takes off his mask saying that he didn't look too good back there. He explains that he always hoped that when things got rough he would do the right thing like Spider-Man.
He worries that anyone will find out like Felicia or Peter. He asks him not to say anything. Spider-Man says he won't, and notes how much trouble this costume attracts.
Spider-Man grabs him and swings away.
Outside, Norman pushes Alistair with Eddie by their side. Alistair stops them and turns back to the smoking building wondering if his father got out.
Just then, an explosion rocks the entire facility. The whole building is engulfed in flames and collapses.
Alistair sits there stunned then turns away grimacing.
Eddie tells him to blame Spider-Man. Jameson does, but replies that he can't fire him. Eddie asks if he means it. Jameson says he does pushing his finger into Eddie's chest. Eddie walks backwards tripping over a vase as Jameson tells him he is through.
He orders Eddie out the door then demands that he get off his Ming vase. Eddie tries to reason with him, but Jameson orders the police officer standing there to get him out.
The cop leads Eddie away as he tries to get Jameson to understand. Jameson retorts that if he wants understanding he should see a shrink and brushes the dust off his jacket. As they walk out, Eddie blames the "wallcrawling freak."
They pass Felicia who is yelling at Flash, still in costume. She is angry he would try a stunt like that. Flash tries to reason with her but she orders him to call her Ms. Hardy.
He gives up and walks away angry. As he passes Peter walking towards her he calls him a clown. Peter smiles.
She interrupts saying that he abandoned her and explains that Spider-Man had to save her. She walks away wishing he was half the man Spider-Man is.
After she's gone, May calls out to him saying she was worried about him. He grabs her hands saying he was worried about her and is sorry she had to see all this.
May smiles saying it was exciting. May takes him by the arm leading him out and telling him about the nice girl she wants him to meet.
Meanwhile, Alistair sits atop a hill overlooking the ruins of OsCorp. Looking downtrodden, he thinks of the explosion.
Suddenly a large shadow passes over him and a voice asks if there is any sign of his father, pulling him out of his daydreaming. Alistair asks if the man, Kinpin, knows him.
Kingpin explains that he was an associate of his father and wants to be an associate of his. Alistair claims he doesn't need associates. Kingpin leans over saying he has an offer that may change his mind.
Alistair wheels himself away. Kingpin offers to provide the money to make new Spider-Slayer robots. Alistair stops asking why he should do that.
Kingpin walks up to him and begins pushing him. He explains that Alistair could destroy the man responsible for his father's disappearance, Spider-Man.
The two disappear down the hill.
"Nice to just get away up here sometimes. Clears out the cobwebs."
"Guy can't even swing a few webs in peace anymore."
"Amazing. His speed, his agility."
- -Spencer Smythe, first line
"Hold that pose. Alright, don't hold that pose. If you're gonna be temperamental, I'll fix it so you never work in this town again."
"You blew it. You failed, Smythe."
"My father is the world's foremost expert in the field of robotics, Mr. Osborn. He is not a failure."
"Relax, Alistair. No need to defend me."
- Norman Osborn, first lines, Alistair Smythe, first lines, and Spencer Smythe
"This was only a trial run. The Spider Seekers have proven my tracking computers can find Spider-Man."
"They're my targeting computers. I put up the money. You only invented them."
- -Spencer Smythe and Norman Osborn
"Gentlemen, I give you my spider-slayer: the Black Widow."
- -Spencer Smythe
"Then there's the caterer, the parking attendants, the musicians, the cleaning crew. It's all taken care of, right Mr. Jameson?"
"Of course. This isn't the first charity ball I've hosted, Ms. Hardy."
"Yes, but this is the first one with the Hardy name attached to it. Now, what about the photographer. My mother says we absolutely must have one."
"Well, tell mother that if we spend any more money on this thing I'm going to need charity."
- -Felicia Hardy, first lines, and J. Jonah Jameson
"Jonah, remember that Felicia's mother is a very important philanthropist and advertiser. And besides, we know of a photographer."
"You don't mean..."
- -Joseph Robertson and J. Jonah Jameson
"I assure you, Ms. Hardy, this charity ball is just as important to me as it is to you. That's why I'm sending you my... [Crosses fingers] very best photographer."
- -J. Jonah Jameson
"You know him?"
"We go to college together."
- -Peter Parker, Felicia Hardy, and J. Jonah Jameson
"Parker, you're just as unpredictable as ever. Mr. Jameson says your his best photographer."
"My very best."
- -Felicia Hardy, Peter Parker, and J. Jonah Jameson
"You point, you shoot. No big deal."
- -Peter Parker
"Think you can take pictures of something other than Spider-Man for a change?"
"Just call me Mr. Versatile."
- -J. Jonah Jameson and Peter Parker
"I'm sure you won't disappoint me."
- -Felicia Hardy and Peter Parker
"Robbie, see if you can find Eddie Brock. He's supposed to have some big scoop for me. And I...Parker! Your mouth's open."
- -J. Joanh Jameson
"Eddie Brock's biggest scoop: the capture of Spider-Man. You will not regret bringing me in on this Mr. Smythe."
"You're insurance, Brock. If the media's here everything will be done on the up and up. Wouldn't want things getting out of hand, would we?"
"I don't intend to play judge and jury, Spencer. I just want Spider-Man captured. He is a criminal."
- -Eddie Brock, Spencer Smythe, and Norman Osborn
"You have to trust me." [Walks away]
"I get a bad feeling whenever somebody says I have to trust them."
"That's not entirely inappropriate, Alistair."
- -Norman Osborn, Alistair Smythe, and Spencer Smythe
"It'll be just your size when it's finished."
"Is that why you're working for Osborn? To serve up Spider-Man on a platter? In exchange for this?"
"Alistair, that explosion back at the old lab was my fault. I'd do anything to help you."
"Even working with Osborn?"
"Even that. Osborn's not that bad."
- -Alistair Smythe and Spencer Smythe
"The Black Widow's ready."
"Does anyone suspect that I'm involved."
"No, not at all."
"Good. That is as it should be. Crime, my livelihood. My life. All of it jeopardized by the sudden appearance of Spider-Man. How can I run a worldwide criminal empire if I can't even control my home base New York?"
- -Norman Osborn and Kingpin, first lines
"Something occurs to me. Either Spider-Man's destroyed or you get OsCorp. Whatever happens...you win."
"That's why I'm the Kingpin."
- -Norman Osborn and Kingpin
"Doesn't your dad usually come to these things, Osborn?"
"I borrowed his ticket. There's some big deal at his factory tonight. He won't tell me what. Never does."
- -Flash Thompson, first line, and Harry Osborn, first lines
"Isn't it incredible. Just like I told you."
"It's nice Peter. But I'd be just as happy watching my cable TV."
"Aunt May, you need to get out once and a while."
- -Peter Parker and May Parker
"You should've brought Mary Jane, Anna Watson's niece."
"A blind date? Come on, Aunt May."
- -May Parker and Peter Parker
"Felicia, I should be taking pictures."
"And I should be dancing with Flash Thompson."
- -Peter Parker and Felicia Hardy
"I could've had some boring blind date instead of this? Yeah, right."
- -Peter Parker, inner dialogue
"Parker's not gonna dance Felicia away from me."
"Hey, you look just like your big hero."
"I better. Paid enough to rent this thing for the frat party."
"What do you think Peter'll do when he sees you in it?"
"Don't know what he'll do. Just don't be standing too close to him when he does it."
- -Flash Thompson and Harry Osborn
"The boss is gonna have a front row seat."
"Good for him."
- -Eddie Brock and Norman Osborn
"You're a good dancer. I'm surprised."
"Well a lotta things about me would surprise you."
"I love surprises. See what you think of this one." [Kisses Peter]
- -Felicia Hardy and Peter Parker
"Wha...what does he want!?"
"Felicia, it's just some imposter."
"Well how would you know that?"
"I...Yeah, yeah. Maybe it really is him."
- -Felicia Hardy and Peter Parker
"Parker, its time we had a talk."
"About what, uh, Spider-Man?"
"About those pictures you're always taking of me. I don't like 'em."
"Well, uh, I'm sorry."
"That's a little better. But it's still not good enough."
"Well, what would you like me to say?"
[Sees Black Widow] "Ne-AH!"
"Okay." [mockingly] "Ah, ah!"
- -Flash Thompson and Peter Parker
"You! You're ruining everything!"
- -Felicia Hardy
"Leave her alone! You wanna dance with somebody, dance with me!"
"When you crash a party you really crash it."
"A million bucks. That's what this is gonna cost me."
- -J. Jonah Jameson
"Spider-Man appears to be dazed. With Spider-Man unconscious we have a rare opportunity. And here it is, the moment all of America has been waiting for. The unmasking of Spider-Man."
- -Eddie Brock
"Wait a minute. Are you telling me Spider-Man's just some goofy kid? That's unbelievable."
"How can anything be unbelievable to a guy who publishes a tabloid."
- -J. Joanh Jameson and Spider-Man
"What's going on, Osborn?"
"I had nothing to do with this. Nothing!"
"I trusted you."
- -Spencer Smythe and Norman Osborn
"Hey, hey! I got First Amendment8 rights!"
"We just amended them."
- -Eddie Brock and Goon
"How 'bout that. I'm in too places at once."
"This one's the real deal, lady. After all this time I can practically smell him. Which means Eddie Brock just made my whole company look like jerks."
"Not hard to do."
"Why you webslinging clown! How..."
- -Spider-Man and J. Jonah Jameson
"Yeah, somebody's gotta save the guy who hates Peter Parker. Guess who? Talk about dramatic irony."
"Can't be. He's back in there."
"All smoke and mirrors. Read my book."
- -Spider-Man and Soldiers
"Spencer, I swear..."
- -Spencer Smythe and Norman Osborn
"Two of 'em?"
"Congratulations, you can count. And they say the school system's failing."
- -Soldier and Spider-Man
"Hey guys, chill. The Widow and I are trying to share some quality time." [Webs the soldiers] "Thanks. I appreciate your cooperation."
"Uh oh. Foul ball coming." [Knocks Spider Seeker away] "Do the Mets need me or what."
"Hey! Remember our deal? No spider-splat, no hoverchair."
"Alright. But take Alistair out of here."
"No! You can't stay!"
"I'll be fine. I'll be fine!"
- -Norman Osborn, Spencer Smythe, and Alistair Smythe
"Think fast, Spidey." [Hit by Black Widow] "Not fast enough."
"Spider-Man, keep that thing away from me."
"I'll do what I can."
- -Flash Thompson and Spider-Man
[On Black Widow's back] "Should've thought of this sooner."
"Now if I can only hang on. Yippee ki yay!"
"Hey, no. I'm not him."
"That's it, Flash. A true profile in courage. Maybe I'll help you out anyway."
- -Flash Thompson and Spider-Man
"I don't stick to walls, see? I can't swing on webs, either. I get airsick."
- -Flash Thompson
- -Spencer Smythe, last line
"Take a dive, Widow."
"Didn't look too good back there, did I? I always hoped that when the chips were down I could be just like you. If anyone finds out...Felicia, Parker. You won't say anything will you?"
"No, but now you know the kind of trouble this costume attracts."
- -Flash Thompson and Spider-Man
"My father, did he get out?"
- -Alistair Smythe
"The other networks are laughing at me, Brock! Even Fox! Can you imagine the humiliation!? And it's all because of you!"
"Don't blame me! Blame Spider-Man!"
"I do. But him I can't fire."
- -J. Jonah Jameson and Eddie Brock
"But you don't understand."
"You want understanding, see a shrink."
"Hey, I'm telling you it's all the fault of that wallcrawling freak."
- -Eddie Brock and J. Jonah Jameson
"I can't believe you'd try a stunt like that! You dult!"
"That's Ms. Hardy to you, buster!"
"Nah, forget it!" [Walks away and bumps into Peter] "Watch it, clown!"
"First the dult, now the coward!"
"Coward? I was only trying to..."
"You abandoned me! Spider-Man had to save me! If you were half the man he is!"
- -Felicia Hardy, Flash Thompson and Peter Parker
"Still no sign of your father, Alistair?"
"You know me?"
"I was an associate of your father's. Now I want to be an associate of yours."
"I don't need associates."
"I have an offer that might change your mind. Suppose I provide the money to make new Spider-Slayer robots."
"Why should you do that?"
"So you can destroy the man who is responsible for your father's disappearance, Spider-Man!"
- -Kingpin and Alistair Smythe
- "Cobwebs" typically refer to abandoned (i.e. dusty) spider webs.
- Spencer has three liver spots on his left hand.
- There is a more popular Marvel Comics character named Black Widow but in the Marvel Animated Universe she was only seen in the comic tie-in to The Avengers: United They Stand.
- Jameson has a picture of his deceased wife Julia on his desk.
- Norman has a green suit, foreshadowing his transformation into Green Goblin.
- Kingpin is introduced completely in shadow. Appropriately, a "man in the shadows" usually refers to a behind-the-scene manipulator of events.
- The last video of Spider-Man on Kingpin's monitor is from the opening title.
- Ever the dedicated editor, Jameson lives right across the street from the Daily Bugle. Upon closer inspection it would seem that there is a footbridge over the street connecting the two buildings.
- The first man seen at the party clearly has an alcoholic drink.
- Jameson has a painting with lilypads on it.
- Instruments at the party include a cello, saxophone, trumpet, drum set, and microphone.
- Flash drives a hatchback with a sunroof. The car does not appear to be based on any one specific brand.
- Spider-Man has apparently been around long enough to become a figure worthy of store-bought costumes.
- Jameson's home address it at 39th and 2nd. Which would put at the location here.
- Toro is Spanish for bull. It's also happens to be the name for Human Torch's sidekick.
- Careful listeners can tell that when Black Widow drops Spider-Man at OsCorp it is Flash's groan we hear not Peter's thus providing a clue to what really happened.
- The episode reveals that Spider-Man, and possibly his webbing, is strong enough to bend a metal door that is several inches thick in half.
- In the opening music, seen throughout the first season it appears as though Black Widow is spraying green acid on the wall above Spider-Man, but in the episode it is revealed to be black oil.
- Black Widow dies by falling in acid, much like Robert Patrick and Arnold Schwarzenegger's characters do in T2: Judgement Day, though that was molten metal rather than acid.
- Jameson can see the Chrysler Building, famed New York City landmark and Kingpin's hideout, out of his home as it is very near.
- OsCorp overlooks New York City across a river. Considering the angle of the rising sun on Alistair that would make it the East River.
- Kingpin specifically says "disappearance" when referring to Spencer. While this is likely due to censorship issues preventing the series from mention death, it also hints at the revelation seen in "The Ultimate Slayer".
- The second Spider-Seeker destroyed, the one Spider-Man webbed to the tower, blew up with much greater force than the others as it destroyed an entire rooftop.
- The second shot of the acid being used to screw into Black Widow is simply the first in reverse.
- After Eddie finishes writing on the notepad, the two lines expand on both sides.
- The last video on Kingpin's monitors of Spider-Man, him leaping onto the rooftop towards the camera, is different animation. It's actually one of the shots from the opening titles that combined traditional and computer animation. However, it's more noticeable than the blended shots used in the series.
- When Flash and Harry reenter the building the light is coming from their front but the shadows are to their side.
- Animation of Black Widow looking away from Felicia is used again when Spider-Man waves the tablecloth around.
- Black Widow only uses the two rear jets when landing in OsCorp, but when landing in Jameson's penthouse it used all six.
- There's no logical reason for Flash to put on the mask again, especially since he would want to convince the armed men that he is not real Spider-Man.
- What were the guards waiting for? Why didn't they finish off Spider-Man right away if they thought they had him captured?
- The two armed men see a metal door bent in half and ripped away but do not ready their guns when investigating.
- The shot of the Spider Seeker launching that Norman activated is the same shot from when Spencer launched one.
- How did Flash Thompson find his way to the alcove on the wall when Spider-Man had to crawl up the wall to get there? It also makes little sense for him to go there even if he could.
- Black Widow's jets are not firing when it is floating trying to get Spider-Man off it.
- When Flash is unmasked, the mask is separate from the body. But when talking to Spider-Man, he pulls it off so it's more like a hood and attached to the body.
- While leaving OsCorp, Flash's mask is back on.
- Jameson's Ming vase does not have a pattern from the Ming dynasty.
- There are no emergency personnel at OsCorp when Alistair watches despite the ruins still smoking. There would be firemen still exploring for additional fires or investigating.
- Debut episode of Felicia Hardy, Norman Osborn, Spencer Smythe, Alistair Smythe, Kingpin, Harry Osborn, Flash Thompson, and Kingpin's goons.
- Only appearance where Spencer is awake. Every subsequent episode would have him in cryogenic sleep.
- Though not seen, this episode features the first reference to Anastasia Hardy, Felicia's mother, and Anna Watson. They both would become prominent characters in the series.
- Jameson has a picture of his wife Julia on his desk. Her fate is revealed in "The Sting of the Scorpion".
- Jameson has pictures of a space shuttle in his office. In "The Alien Costume, Part One", his son John is revealed to be an astronaut.
- Spencer wants to get his son a hoverchair. One was used by Professor X on X-Men, which was seen on the Spider-Man episodes "The Mutant Agenda" and "The Mutants' Revenge".
- In "The Hobgoblin, Part One", Norman hires Hobgoblin to kill Kingpin after failing to appease him.
- Harry Osborn isn't given a first name.
- First appearance of the formal wear for Harry, Flash, Felicia, Peter, and May. They will all wear them throughout the series. Peter's is destroyed in "Turning Point".
- First mention of Mary Jane Watson. She makes her first appearance in the follow up episode "Return of the Spider Slayers". Here Peter does not go out with her because he does not like blind dates and wants to be with Felicia instead. This would begin a love triangle between the three. Peter will often have to choose between either one and often end up with neither. Eventually Felicia, as the Black Cat, would go off with Michael Morbius and Blade while Peter would marry Mary Jane's clone.
- Given his attitude towards Flash's plan, Harry doesn't seem to like Peter here. However, in "The Hobgoblin, Part One" they become roommates and remain friends until "The Ultimate Slayer" when Mary Jane leaves Harry for Peter.
- Peter has his first of many romantic kisses.
- The only time that the Spider-Slayers are directly controlled by an operator. This is how the Slayers were originally in the comics when Spencer was still around. Later episodes would follow the comics and have them be more autonomous robots.
- This isn't the last time Eddie gets to unmask Spider-Man with Jameson watching. In "The Alien Costume, Part Three" Eddie as Venom unmasks Peter while Jameson tries to use a camera to focus in.
- First use of energy weapons in the series. This is due to censorship issues that would now allow realistic ballistic weapons.
- First time Spider-Man's webbing runs out.
- First appearance of Spider-Man's web cartridges.
- First time someone is thought dead or to actually die.
- First time OsCorp is destroyed. It would be destroyed again in "Enter the Green Goblin".
- Spencer Smythe goes missing in this episode and is presumed dead. However, in "The Ultimate Slayer" it is revealed that Fisk found him and put him into a cryogenic freeze while Alistair worked for revenge. It is unknown if Spencer was ever released.
- Alistair goes to work for Kinpin and would remain so until "The Ultimate Slayer".
- "Return of the Spider Slayers" is a direct follow-up to the events of this episode.
- "The Ultimate Slayer" brings many of the plotlines started here full circle.
Main Actor Role(s) Christopher Daniel Barnes Peter Parker/Spider-Man Edward Asner J. Jonah Jameson Linda Gary Aunt May Parker Rodney Saulsberry Joseph Robertson
Jennifer Hale Felicia Hardy Hank Azaria Eddie Brock
Patrick Labyorteaux Flash Thompson Gary Imhoff Harry Osborn
Edward Mulhare Spencer Smythe Maxwell Caulfield Alistair Smythe
Neil Ross Norman Osborn
Roscoe Lee Brown Wilson Fisk/Kingpin
In the comics, Spencer Smythe went to Jameson with his Spider-Slayers. Jameson agreed to fund the robots so he could capture Spider-Man, and Peter agreed so he could secretly sabotage the project from the inside. Later, Spencer sought revenge on Jameson by tying a bomb to both him and Spider-Man, the basis for "Return of the Spider Slayers". He then died from radiation poisoning following his work on other robots.
Alistair Smythe wasn't introduced until after his father's death, and Peter had married Mary Jane Watson. It was he who built the Black Widow.
The series dramatically changed the character of Felicia Hardy. In the comics, Felicia was fully aware of her father's criminal history and used the skills she learned from him to get revenge on a college boyfriend who raped her. She never was a rich socialite as portrayed on the series. She was also introduced as Black Cat.
The subplot of Flash getting captured comes from The Amazing Spider-Man #5. In that issue, Peter publicly attacks Spider-Man to divert attention that he is the hero. Flash takes offense and dresses up like Spider-Man to threaten Peter into respecting the hero. At the same time, Doctor Doom tries to get Spider-Man to side with him to take down his enemies. Spider-Man turns him down and Doom captures Spider-Man, actually Flash, and the Fantastic Four rescue Flash while Spider-Man faces Doom.
This episode was released February 4th, 1995.
This episode was the fourth-to-final performance for Edward Mulhare who died in 1997.
In an in-joke, Jameson talks about Fox laughing at him. Fox was the network that Spider-Man appeared on. It was also a stab at the company's lowbrow reputation at the time.
The episode was adapted into the comic Spider-Man Adventures #1.
Several shots are included in the opening titles are the opening shot of the Spider Seekers flying through New York, Spider Seeker's Heads-Up Display tracking Spider-Man up the building, Kingpin leaning forward (though used in reverse), the Spider Seeker launching, the Spider Seeker exploding in OsCorp, Spider-Man crawling up the wall away from Black Widow, Black Widow spitting oil (changed to green acid) at the wall, and Spider-Man leaping away from the Spider Seekers on the rooftop. The shot from the titles featuring Spider-Man landing on a roof is included in this episode on Kingpin's computer but it uses different animation from the rest of the series.
"Amazing Spidey" felt that one of the most noticeable things about the show was the sense of continuity between the episodes noting how many key characters used throughout the series were introduced here. He liked how this began the long development of Norman into Green Goblin and the manipulation of Alistair that would last for all his appearances. He also enjoyed the introduction of Felicia and development of Jameson. He praised the humor, feeling it nailed the one-liners and was one of the funniest shows Stan Berkowitz did. He also enjoyed the fights. While he noted that the series would excessively use robots the original Spider-Slayers were the best to look at. "A fine episode, which was topped by it's conclusion."
TV.com gives the episode a rating of 8.6 Great and a 7.6 on the Internet Movie Database.