|This article is written from the Real World perspective|
|Release Date||October 5, 1996|
|Writer|| John Semper, Jr.|
Alistair Smythe finds that his fears of his boss are justified when he is turned into a cyborg.
At The Daily Bugle Peter finds out from a co-worker that his best friend Harry Osborn and former girlfriend Mary Jane Watson are engaged. Suddenly Peter gets an emergency call from Alistair Smythe. Smythe wants to meet with Spider-Man to give him information on his employer, the Kingpin. When questioned Smythe claims his reason for the betrayal is because he fears Kingpin may turn on him. Unbeknownst to Smythe, Kingpin entered the room and stumbled upon his conversation and surprises him with this cat-like agility.
Despite wanting to talk to Mary Jane, Spider-Man goes off to meet with Smythe because he still wants to take down Kingpin. Spider-Man finds the hoverchair but no one in it. Spidey is suddenly attacked by an altered version of Smythe. This new Smythe is larger, stronger, and can shoot lasers from growths on his shoulders. Kingpin is even able to watch everything that Smythe sees. Just as Smythe is about to destroy the wallcrawler Madame Web takes him away. Madame Web calls Spider-Man's efforts pathetic, tells him to stop worrying about his personal life, and exchanges quips with Spidey. Madame Web leaves him with this advice, "It's not the how you must master, it's the why."
Returning to Kingpin's hideout Smythe does not want any more treatments, but Landon and Fisk insist. Smythe moves to attack Fisk but Landon's programming will not allow Smythe to attack or harm either man. Smythe is put into a chamber to get more treatments where he remembers what happened just after Kingpin caught him earlier.
Flashing back to the past, Kingpin calls Smythe and his inventions a failure. His Spider-Slayers failed to destroy Spider-Man. Smythe's plan to frame Peter Parker failed. Fisk's son is now in jail. Most damaging, Spider-Man now knows of Kingpin's existence and who he is. Kingpin decides to cut his loses and make a change. Smythe is then strapped to a metal table over a bubbling liquid. At the controls Landon says that metal is the way of the past and that mutated and restructured, and enhanced flesh is the way of the future. As Kingpin's new second in command, Landon will succeed where Smythe had failed. The experiment is a success. Smythe no longer has any feelings and is a humanoid equivalent of a robot, ironic given Spencer Smythe's love of robots. Smythe then thinks further back to when his father was still alive. Spencer tells his son that the only reason he is working for Norman Osborn is to make the hoverchair he promised his son. Then when OsCorp Industries is in flames Norman tells Spencer that "no Spider-Splat, no hoverchair" making Spencer stay behind. Outside Alistair, Norman, and Eddie Brock see an explosion and assume that Spencer was caught in the blast and killed. Smythe breaks out his cage and flies away in his hoverchair.
At the Parker home, Anna Watson expresses her joy over Mary Jane being engaged to a good boy like Harry. But Aunt May always wished that she would have ended up with Peter. Looking into Smythe's self-induced mission, Kingpin finds out that he wishes to exact revenge on Norman Osborn. Kingpin cannot allow this to happen, he and Osborn have resolved their differences and Osborn's resources have become valuable to Kingpin.
At a major press conference at Oscorp Towers, Oscorp is revealing a new subway car. Among the guests are J. Jonah Jameson and Mary Jane Watson with Peter Parker covering the event. Peter tries to feign happiness but cannot help express his concerns. When asked if she really does love Harry, Mary Jane runs off allowing Peter to believe she does not. While Norman is making a speech Smythe blows open the wall and knocks out Norman. Spider-Man tries to stop him but again Smythe proves too strong. While escaping one of Kingpin's transport vehicles captures Smythe and Norman along with Mary Jane and Harry who were trying to save Norman. Spidey clings to the side as it makes its way back to Kingpin's hideout.
Once there, Spider-Man sneaks away and Smythe is taken to the lab. Harry and Mary Jane are locked away while Norman is reawakened. Kingpin apologizes to Norman but Norman says that Kingpin is at fault for Spencer's death. Kingpin corrects him by saying that Spencer is not dead. Spencer survived the explosion and Kingpin found him. Spencer would have been unwilling to work for the Kingpin so he had Spencer put into cryogenic suspension. Kingpin then told Alistair that Spider-Man was too blame so that he would work for Kingpin for nothing other than the promise of revenge. Spencer is still being held in the same location, five floors below them.
Spider-Man is seen and attacked. Kingpin believes it's finally his chance to get the wallcrawler and orders that Smythe be reactivated early, against Landon's advice. Smythe is given an upgraded hoverchair and attacks Spidey. Spidey still can't beat Smythe until he remembers Madame Web's advice. Spidey tells Smythe about his father and what Kingpin did to both Alyster and Spencer. Kingpin tries to convince him that it was the right thing to do but fails. Despite his programming Smythe attacks both Landon and the mighty Kingpin.
Spider-Man and Norman leave to find Harry and Mary Jane, who are trying to find their own way out. Mary Jane is trying to figure a way out but Harry simply wants to sit around and let things happen. When guards come to take them elsewhere Harry submits but Mary Jane attacks and knocks down both men. Spidey and Norman arrive and Harry thanks his father for coming to save him. The four leave when the place begins to shake and rafters start to fall down.
Smythe and Kingpin are still exchanging blows with Smythe with the obvious upperhand. Smythe thanks Spider-Man before Spidey leaves. Norman, Harry, and Mary Jane being climbing down a rope out of the building until an explosion destroys the rope. Spidey catches the three in his webbing before they hit the ground. With the hideout in flames Kingpin and Landon escape. Smythe drops down the elevator shaft and finds his father in a cryotube.
Outside, Norman and Harry leave in a cab. Mary Jane then gives Harry back her engagement ring and says that she needs some air to clear her head and leaves with Spider-Man. Mary Jane confesses that even though she was frightened for Harry it was more like being scared for a little brother. She loves Harry, but that's not the kind of love a woman should have for a husband. Besides, she seems to be in love with someone else although she never seemed to admit it before. Spider-Man takes her to a cab and wishes that the lucky person she mentioned is Peter Parker. Under the city, Alistair sits with his father's cryotube promising that one day Spencer will be free and then they will have their revenge.
- First appearance of Alistair Smythe as a robot, as well as his final appearance as a human.
- Only episode where Alistair Smythe is ever allied with Spider-Man.
- This episode reveals that Spencer Smythe survived the events of "The Spider Slayer".