This article is written from the Real World perspective Real World
When Sparks Fly
Series Spider-Man: The New Animated Series
Release Date August 1, 2003
Episode Number 11
Writer Morgan Gendel
Director Vincent Edwards
72 images

Electro returns and demands a mate. Old friendships are broken and new alliances are formed when the electrified villain focuses his attention on a close friend of Mary Jane Watson.


It's night at a darkened power plant. The moon shines in through the windows lightly illuminating the machinery inhabiting the enormous place.

Inside, a ball bounces off a pillar and back to the floor. A boy grabs it and throws it again, another boy sits on a crate playing on a handheld gaming device.

The ball player continues bouncing his ball off the walls, catching it, and throwing it again. The gamer says that the place is cool, and that they need to find some girls to bring along. The ball player claims that chicks would not be interested in the cobweb and vermin infested place.

Teens Goof Around SMTNAS

The gamer claims that the ball player doesn't know what women want, so he throws the ball at the gamer's head. They two start laughing.

Just then, an electrified voice calls out. The two stop and look around. The player picks up his ball while the gamer asks if the voice is talking to him, noting that there is no one else there.

The player starts laughing when they turn to see sparks engulf a hatch marked "High Voltage." The hatch is thrown open and the switch inside flips on.

Suddenly electricity surround the two boys. The player suggests that they leave.

Teens Hold On SMTNAS

Just then, a light comes on in an enormous fan. It begins spinning and starts sucking all the air in. The two boys reach for the ground as the wind pulls them in.

With nothing to hold onto, the two are pulled back but grab onto some grating. The grating flips up and the two desperately hold on while horizontal.

The building becomes engulfed in flickering blue light.

Nearby, Spider-Man is swinging from a building. He lands on a roof and pulls out his camcorder.

Spider-Man Takes Pictures SMTNAS

He focuses on the skyline and takes a picture. He looks down at the street and takes another. He calls the pictures Cityscape by Peter Parker and comments on how few realize how beautiful the city is thirty stories up on a calm summer night.

He looks at the power plant and sees the sparking. He puts away his camcorder noting that the city is never calm. He leaps off the building and swings down.

Inside, the two boys are still struggling to hold on, the gamer using only one hand. The player sees Spider-Man crawling along the beams towards them and calls out to him.

The ball bounces past the boys and is sucked into the fan. It is torn to sheds along with the gaming device.

Spider-Man lands on a column and comments that the two are hanging on. The player begs him to hurry. Spider-Man moves around to grab onto a pole.

Just then the two boys lose their grip and fly towards the fan. Spider-Man grabs them both in a single webbing.

Spider-Man Stops Fan SMTNAS

He pulls off part of the pipe and leaps down shoving it into the fan. With all his strength he pulls the fan to a stop. He then webs the switch back into the off position. The fan powers down.

Spider-Man walks over to the boys and pulls off the webbing. They thank him and wish they could stay to help. Spider-Man wonders what they would help with.

Spider-Man Catches Teens SMTNAS

As the boys leave, they say there is a ghost there that tried to kill them. Spider-Man sarcastically agrees then states several other widely used excuses. The gamer fears Spider-Man has been following them and the two run out.

Spider-Man shakes his head then webs up and away.

Electro Gas SMTNAS

Unseen by anyone, sparks come out of the fan once again while the pipe drops. Inside the machine, gas starts coming out and the face of Electro screams.

In their apartment, Harry Osborn is sipping a martini while talking to his girlfriend Francesca about his plans for the summer break. He consider taking his company jet to the Cote D'Azur, spend some time at the Hotel Margate, and maybe do some water skiing.

Just then, Peter walks in through the door. Harry introduces him to Francesca, who doesn't speak any English. He claims that it is his duty as Campus Ambassador to show her around.

Harry Francesca Interrupted SMTNAS

He asks if that makes him shallow. Peter says that shallow is just one side, then wonders if he has another side to him. Harry responds that he is working on it.

He walks around the bar and takes Francesca by the arm. He tries to flirt with her in Italian but starts saying things wrong. He takes her to the door and she laughs causing him to wonder if he got that wrong. She kisses him on the cheek then leaves and he closes the door.

Peter sits at the bar saying that maybe being shallow isn't so bad. Harry retorts that it's easy for the smart guy to say. Peter admits that if maybe he were more shallow like Harry he would not mess things up with women so much. Harry chooses to take that as a compliment.

Later at Empire State University, Professor Williams is lecturing about Electro Negativity, atoms, and ionic bonds. She asks if there are any questions, but there are none.

MJ Sally Chemistry Class SMTNAS

She warns the class that this will be on the midterm. In the front row sit Mary Jane Watson, Sally Johnson, and a jock who nearly falls asleep.

Mary Jane turns to her friend saying that she heard the mid-term is very tough and suggests sharing notes. Sally agrees, then hears a beep on her laptop.

She looks down and sees a message typing itself out saying "SALLY, ASK HER WHO GOT THE HIGHEST SCORE EVER??" She stares in shock as the message goes on saying "GO ON SALLY... ASK HER WHO ACED HER LAST TEST."

Sally Hits Esc SMTNAS

She presses the Escape button several times before it disappears then raises her hand. Williams continues saying she does not want people to not understand this for the test.

Williams calls on Sally who reluctantly asks who got the highest score ever on the test. Williams asks why she wants to know, and Sally responds for no particular reason. Williams reveals that Max Dillon got the highest score.

Williams goes on to say that she knows the rumors about Max's disappearance, but all anyone knows for sure is that he disappeared the same night Doug Reisman was killed. She turns saying not to talk about that anymore.

The jock, who was Doug's friend, whispers to Sally that he heard Max was living in a box behind the Port Authority. Williams stops and asks the man if he has anything to add. The jock sits up saying he does not and she returns to her lecture.

Sally Storms Out SMTNAS

Mary Jane asks if she is okay, but the jock makes a rude comment. Sally shuts her laptop and storms out.

Mary Jane turns to the jock telling him to lay off her. She explains that Sally was the last person Max connected with before disappearing.

That night, Sally is in her dorm room studying. Outside, a lamppost glows blue with sparks. She is reading from her textbook into a small recorder. She pauses and stretches her arms.

She rewinds the player and listens to herself say "Electrostatic attraction." She then flashes back to the night of the party. She remembers Max giving her a thumbs up before leaving, him being taken away by the man in a cloak, his rejection from the Sigma Alpha Chi fraternity, him running out of the party, and Electro killing Doug.

She snaps out of it and shakes her head. She starts her recorder again and continues with her studying.

Sally TV Remote SMTNAS

Just then her television set turns on by itself and fills with static. She uses the remote but the television does not respond.

Suddenly Electro's face comes out of the screen and calls out to her. She backs up on her bed against the wall and pulls her legs to her chest. She calls out to Max, then wonders if someone is playing a joke.

Electro appears again and writes on her screen saying that if it was a joke he is not laughing. She asks the villain what he wants. He writes that she should have been there for him.

Sally runs to the television and unplugs it. She is shocked when that does nothing. Electro makes some odd noise and she backs onto the bed begging to be left alone.

He writes that he cannot do that and that it is his chance to take charge. He follows up saying that was a joke. Sally screams out to be left alone.

Electro To Touch Sally SMTNAS

Electro writes that he is getting stronger all the time thanks to Con Ed. Soon he will be able to reach out and touch her. He makes his point by extending his face out of the screen.

He then explodes out of the television set, up to the overhead light, and then through the window to the power line outside. Sally runs to the window to watch him go down the line and out of sight.

Out on the street, Williams walking down alone. Electro bounces from the power line to the neon signs. As she passes another sign Electro leaps into it then into a crosswalk sign.

Williams stops and turns around, asking who is there. When she sees nothing she continues on.

Electro Approaches Williams SMTNAS

Electro jumps in front of her going between a lamppost and neon sign. Williams stops then runs away as Electro forms his body dropping her suitcase.

She tries to look back causing her to trip over a trash can. She looks up and sees Electro, partially see-through, floating over to her.

He swings his arm and fires a bolt of electricity at her. He lifts her up while she screams in pain, her skeleton becoming visible. He lifts her up to the roof where a Maximum Shock sign awaits.

Electro Gases Williams SMTNAS

Electro fires at the sign so that neon gas sprays on her. He reaches towards a high voltage switch and begins drawing power from it.

Williams asks what is happening to her. Electro teases that she likes experiments.

Down below, Peter is walking the street when he comes across the briefcase. He picks it up and sees it belongs to Williams. He leaps off a dumpster and off lamppost onto the roof.

Spider-Man Finds Electro Experiment SMTNAS

Spider-Man lands and sees Electro and Williams nearby. He leaps over but the high voltage switch explodes knocking him back.

He sees what is happening to Williams and webs up the switch cutting off Electro's supply. Electro lowers Williams to the roof.

He looks at himself then screams in pain as he disappears. He turns into a spark of electricity that escapes along the power lines.


Spider-Man runs over to Williams and checks her pulse. He begins to perform CPR by pounding on her chest begging her not to go. He lifts the mask over his mouth and breaths into hers.

She slowly fades away anyways.

Williams Lives SMTNAS

Later, paramedics are taking away the still alive Williams in an ambulance. Peter stands nearby with Mary Jane and Harry along with others. Peter says the paramedics explains he was pumped with high voltage.

Harry claims that sounds familiar. Mary Jane explains that Williams was talking about Max the day before in Chemistry. Peter asks what it was about and she replies that it was nothing that would make Max want to kill her, just how well he did on the mid-term.

Harry jokes that trying to equal the "electrified freak" is not great motivation. He wonders if Spider-Man also took the test so they could throw him into the mix since they are both murderers.

Mary Jane then explains that Sally was the one who brought up Max. Harry responds that while Mary Jane likes Sally she is a bit crazy since the night of the party. Peter tries to stop him when Sally approaches.

Sally Being Stalked SMTNAS

Sally calls him out saying that she is not nuts and that he is stalking her. She explains that he is sending messages on her computer and showing up in her television set. When Mary Jane asks who, she claims it was Max Dillon.

She again claims to not be crazy but the three just look at each other. She claims that he did this to Williams and she will be next.

She reaches into her jacket and pulls out a CD handing it to Mary Jane. Sally tells her that is her chemistry notes for if Williams ever recovers.

Sally walks away and Peter looks on.

Peter Studying SMTNAS

Later in his apartment, Peter is on his laptop studying electrical voltage regeneration. There is a knock at the door that he ignores.

Harry goes down the stairs and sees Peter working. He opens the door and sees Indira Daimonji standing there with her laptop. She asks if it's a Bring-Your-Own-Brain party because her's is loaded. She walks in and Harry quips that his is overloaded.

Indy sits next to Peter who notices her. She leans over and kisses him on the cheek. She sees what's on the computer and starts talking about electrostatic transference. Peter corrects her saying it is more complicated than she is making it out to be.

Harry Watches Peter Indy SMTNAS

Harry sits down shaking his head. He picks up his martini joking that he's trying to get the "kids" to do something wise with their time like watch an R-rated DVD, but instead they want to study.

At the Empire State Memorial Library, Mary Jane sits among the stacks of books on the floor. She pops Sally's CD into her laptop and puts on her headphones.

MJ Hears Electro SMTNAS

She is listening to Sally's notes out of the book when she starts screaming Max's name. She suddenly hears the strange speech of Electro in the recording.

Meanwhile, Spider-Man is swinging his way through the city doing a few flips.

He goes to the empty power plant and calls out to Max calling him Electro. The hero hears Electro's voice and turns around. He says he would like to help, but Electro has gone too far.

Just then the fan powers on on its own. Spider-Man approaches it saying that Sally doesn't want to be with some electrified murderer. Power surges through the building into the fan.

Electro Fan Confronts Spider-Man SMTNAS

Spider-Man shields his eyes as Electro forms out of the fan. He orders the hero to stay away from her. Spider-Man replies he was going to say the same thing.

Electro claims he will do what he need to and fires a blast at Spider-Man. The hero is hit then falls to the ground. He struggles up then sees the fan powering down.

Spider-Man bows his head in defeat.

In her dorm, Sally holds a candle in her hand. She goes to the television set and unplugs it. She then unplugs her computer and lamp. She then goes to the bed and unplugs her clock. She sits on the bed then blows out the candle.

Electro Forms Sally Dorm SMTNAS

Suddenly, electricity pours out of the overhead light. It shoots down and powers the television. Electro forms out of the television set.

Sally backs into the wall. Electro reaches out for her saying that it is almost time.

Sally Outline SMTNAS

Some time later, a security guard enters the room with a flashlight. He looks around at the darkened dorm then is shocked to see a burning outline of a person on the bed.

Elsewhere at the Drip Den, Harry and Mary Jane wait while Muang puts away his stuff. They see Peter run up with his laptop.

He claims he was checking on his Biology lab results. He asks Mary Jane what freaked her out so much she could not tell him over voice mail. She hands him Sally's CD and tells him to hear for himself.

He pops it in his laptop and hears Electro's strange speech. He realizes that it is a voice in reverse.

Harry Backwards Record SMTNAS

Harry asks where she got that. She explains that Sally records her notes then burns her a copy. He compares it to old Beatles albums his father made him listen to. He says that if you spun the record backwards it would say stuff like "I buried Paul."

He then jokes at the idea of spinning records by hand. Mary Jane sarcastically thanks him for the history lesson. Peter pipes up saying to thank MP3s.

The two walk over and he explains that he downloaded the sound track and saved it as a WAV form. Harry jokes that he would have done that.

Peter hits play and they listen to the voice. He said that he just wanted to belong and humiliated himself for friends. Mary Jane realizes that it is Max, or Electro now.

Electro went on to say that while Sally thinks they could not be together he thinks they could. He decided to try out something on someone who would appreciate it.

Mary Jane realizes that Max is simply lonely and wants Sally for company. Harry jokes that they'll turn it into a romance novel with Fabio on the cover.

He then reiterates that Electro nearly killed Williams for no good reason. Peter interrupts saying Electro admitted that Williams was an experiment to see if Electro could make another like him.

Mary Jane realizes that Sally is next and calls campus security. Peter closes his laptop and Harry asks where he is going. He says he is going to find Spider-Man, who needs a high voltage storage container.

Peter Requests Harry Help SMTNAS

Harry berates him for thinking Spider-Man will save the day. Peter claims the hero's going to need Harry's help. He points out that Oscorp uses HVSCs in their munitions lab. He orders Harry to call ahead and warn Oscorp security.

Peter walks away just as Mary Jane gets through to campus security. Harry asks his roommate how he knows where Electro will be. Peter points out that Electro did not have enough power with Williams but will go to the one place with enough energy.

Just then Mary Jane hears that Sally is gone.

In the power plant, Electro is siphoning off power from the generators and directing it to Sally. She begs him not to do this while writhing in pain. He explains that he learned from his mistake and will get it right this time.

She asks why he wants her. He explains that she smiled at him indicating she cared for him, which no one ever did before. She tells him it's not what he thinks. He asks if she does care for him, then increases the blast.

Electro Gases Sally SMTNAS

He stops sucking energy and directs his other hand to a canister of gas. He lifts it up and sprays it on her. He then pulls a wire up to him.

Mary Jane and Harry run in and he calls out to Max. He claims that the guys in the Kappa Tiki Kappa fraternity were just talking about him. Mary Jane gives him a look and he claims it was about how smart he was. Mary Jane pushes him in the back.

Electro looks down and scowls at the intruders. Mary Jane speaks up saying that people remember him fondly and asks that he not ruin a good reputation.

She points out that he claims to love Sally. Electro looks down then renews his attack on Sally. Harry hopes that Peter has better luck.

Electro closes in on his love with the wire. Down below, the high voltage switch flips on. He claims this will hurt him more than her. She continues throwing herself around in pain.

Spider-Man Spots Sally Experiment SMTNAS

Spider-Man agrees and leaps down with a HVSC. He reaches up and webs Sally. Electro claims that Sally is his and doubles his attack on her. The shock follows the webbing and knocks back Spider-Man.

Electro directs the energy from the wire to the HVSC. While the device is fine, the rubber bottom melts to the floor. Electro redirects the wire's energy at Sally.

Suddenly her hair stands on end and her eyes begin to glow. Mary Jane calls out to her friend and notices she is disappearing.

MJ Electro Attack SMTNAS

Spider-Man struggles to stand and sees Mary Jane call out to Max to stop. However, Electro directs his attack to knock her down. Spider-Man orders Harry to get her out.

Harry backs away from Electro and picks up the crying Mary Jane. He carries her out as Spider-Man runs up to the HVSC.

Spider-Man Cut Short SMTNAS

Spider-Man grabs a wire from the HVSC and runs towards Electro. He leaps off some machinery towards Electro, who is surprised to see him. However, the cord extends fully and Spider-Man is pulled back just out of reach of Electro.

Electro laughs and calls him a freak. He fires the wire's energy at the hero. He stops when Sally claims she can no longer feel. He claims she will learn to.

He drops the wire and continues his attack on her. Spider-Man runs over to the box and pulls on it, but the rubber keeps it there.

He sees Electro then fires a webline at a beam in the ceiling then ties it around his waist. He grabs the HVSC's wire and notes that this should work since he is not grounded.

He leaps up and, as Electro is about to charge another attack, grabs the villain's leg. Electricity courses through Spider-Man showing his skeleton.

Electro tries to fire his attack but it does nothing. He watches as Sally slowly lowers to the ground, her hair and eyes returning to normal.

Electro Sucked Into HVSC SMTNAS

He looks down and sees Spider-Man directing his body's energy into the HVSC. He tries to fly away but his body slowly shrinks. Eventually Electro's energy leaves Spider-Man and the wire going into the HVSC.

Spider-Man Sally Descends SMTNAS

Spider-Man looks up to see Sally slowly lowering. He then drops and looks up just as his electrified webbing snaps.

Sally lays on the ground near where Spider-Man lands. The wire snaps back into the HVSC. Spider-Man looks up to see Harry offering his hand.

Harry Helps Spider-Man SMTNAS

Harry pulls Spider-Man up who says he tried to help. Harry suddenly looks down and pulls his hand away from the hero. Mary Jane points out to them that the container is about to burst. Electro's struggling voice can be heard coming out.

Spider-Man orders them to leave with Sally while he runs to the machine. With all his might, he pulls the container out of the melted rubber bottom.

He runs to the window and swings the container around to throw it out. It flies through the glass and into the water beyond. It sparks as it slowly sinks down.

Electro Explosion SMTNAS

Suddenly, the water lights up with blue energy and an enormous explosion shoots water up high above the plant.

Spider-Man lands on some machinery and watches the water rain} down.

MJ Sally Harry Electro Death SMTNAS

On the dock, Mary Jane, Sally, and Harry watch the water stop falling. The three do nothing but look shocked.

Spider-Man hopes that this brings an end to Max's pain.

The next day, Harry stares out the window to the city beyond. Peter walks up to him offering him coffee. He admits that it's not from the Drip Den but beats instant. Harry turns and takes the cup.

Harry offers a toast and sips. Peter reveals that Williams should be fine. Harry admits that it was thanks to Spider-Man. He tells Peter that he's not sure what to believe about the hero anymore then turns back to the window.

Harry Doubts Self SMTNAS

Peter thinks about how crazy things get when what you know changes, and admits that the world is not always black or white. He notes that Electro just wanted respect and companionship but did not go about it the right way.

He admits that some people love Spider-Man while others hate him. He feels that Harry is just trying to figure things out like everyone else.

High above the city, a flock of birds fly towards the sun.


"I told you this place was cool. Now if we can just con some girls into coming by."
"In your dreams, man. No way chicks dig the cobwebs slash vermin look."
"Yeah right. Like you would know."

-Trespassing Boys

"You talkin' to me? You talkin' to me? You must be talkin' to me cause I don't see anyone else here."

-Boy, quoting Taxi Driver

"Cityscape, by Peter Parker. Few people know the sheer beauty of Manhattan as viewed from thirty stories up on a calm summer night. Good reason. This city is never calm."


"Guess I don't need to tell you to hang on."
"Spider-Man! Hurry!"

-Spider-Man and Boy

"There's some kinda ghost here."
"It tried to shred us."
"Right. And the dog ate your homework, the car started by itself, and that's second-hand smoke your Mom smells on you."
"Crap. He's been following us."

-Boys and Spider-Man

[In Spanish] "Until I see you again, your beauty will cough in my raincoat."

-Harry Osborn

"You know, having just a shallow side isn't so bad."
"Easy for you to say, Brainiac."
"Maybe if I had a little more of your shallowness I wouldn't keep messing up with girls."
"I'm gonna take that as a compliment."

-Peter Parker and Harry Osborn

"Electro negativity is the topic. Now, if two atoms have different negativity the two ions will attract each other and form an ionic bond."

-Professor Williams

"I've heard her mid-term is a real bitch. We should trade study notes."
"Good idea."

-Mary Jane Watson and Sally Johnson

"Uh, Professor Williams. Just wondering, who got the highest score ever on this test?"
"Why pray tell do you ask?"
"N-no particular reason."
"Max Dillon got the highest score. Now I know you've all heard the rumors. But all we know for sure is that no one has seen or heard from Max since the night Doug Reisman was murdered. Max Dillon was a troubled young man. That's enough on that subject."

-Sally Johnson and Professor Williams

"You okay?"
"Pretty weird if you ask me."
"I didn't."
"Cut her some slack, okay! Sally was the last person Max seemed to connect with know. That night."

-Mary Jane Watson, Jock, and Sally Johnson

"Ionic bonds are always the result in the gain or the loss of electrons, but it is the electrostatic attraction between the ions which is responsible for the bond. Once bonded, the attraction persists until an additional positive or negative force is introduced to upset the equilibrium."

-Sally Johnson

"Max!? Hey, is someone playing a joke?"
[Written on the television] "if it's a joke I'm not laughing"
"Whatta you want?"
"you should have been there for me Sally"
"Leave me alone."
"no can do its my turn to take charge that was a joke Sally"
"getting stronger every day thanks to con ed soon I'll be able to reach out and touch you"

-Electro and Sally Johnson

"What are you doing to me?"
"You like experiments, don't you, Professor."

-Professor Williams and Electro

"Hi Harry. Is this a Bring-Your-Own-Brains party because mine's fully loaded."
"Excellent. Mine's overloaded."

-Indira Daimonji and Harry Osborn

"Did you know electrostatic transference is possible when a super high voltage meets a proportionate mass of neon?"
"Actually it's more complicated than that. Basically, an object that can conduct electricity has a tendency to retain energy."
"Kids. Try to get them to spend their time wisely like watch R-rated DVDs. But nooo. They can't wait to do their web research."

-Indira Daimonji, Peter Parker, and Harry Osborn

"Okay Max. Or should I say, Electro. Visiting hours are now open. I'd like to help you, but you are officially out of control. Oh and FYI, Sally's really stoked. Yeah, she loves hooking up with amped up homicidal maniacs."
"Stay away from Sally!"
"Nice try. That's what I'm here to tell you."
"I'll do what I need to do."

-Spider-Man and Electro

"Sally...Sally. It's almost...time."


"There's our man of mystery now."

-Harry Osborn

"You got that from Sally?"
"She records her study notes then burns them for me."
"Hey, you know what this is like? It's like those old Beatles albums my dad used to make me listen to. You spin them backwards and you'd hear stuff like 'I buried Paul.' Can you imagine turning a record by hand? How lame is that."
"Thanks for the ancient history."

-Harry Osborn and Mary Jane Watson

"I only wanted to belong. To have friends. I humiliated myself to get them. Now I'm totally alone. I don't wanna go on like this. I know you think we can never be together but we can. But first I have to try something out. On someone who will appreciate it."

-Electro recording

"Oh my God. He's lonely. He wants Sally."
"Yeah. They're gonna turn it into one of those romance novels with Fabio on the cover. MJ, he almost killed a professor for no good reason."

-Mary Jane Watson and Harry Osborn

"Please, don't do this to me!"
"I can learn from my mistakes, Sally. I'll get it right this time."
"Please...please, why me!?"
"Don't you remember? You smiled at me. You cared. No one ever cared before."
"No! No, it's not what you think."
"You do care for me, don't you Sally? DON'T YOU!?"

-Sally Johnson and Electro

"Sally, this will hurt me more than it hurts you."
"You got that right. This is going to hurt you more."

-Electro and Spider-Man

"Alright, Static-Boy. Time to lose your static cling."


"You're coming up short, freak."


"Please...I can't...feel."
"You'll learn to."

-Sally Johnson, last line, and Electro

"I tried to help, but uh..."

-Spider-Man to Harry Osborn


-Electro, last line

"Hope this finally puts an end to your pain, Max."


"They say Professor Williams' will be alright."
"Yeah, thanks know."
"Yeah, I do know."
"Pete, I'm not sure what to think anymore. About Spider-Man."

-Peter Parker and Harry Osborn

"Sure it can drive you nuts when everything you believe gets thrown out the window. But the fact is, things aren't usually black or white. Electro was just looking for respect and companionship. Not in a good way, that's for sure. But he wasn't as evil as people might've thought. And Spider-Man? Well, some people love him, some hate him. And I guess Harry's just trying to figure that all out. Aren't we all."

-Peter Parker, inner monologue


  • The boy throwing the ball has the same shirt as Gary from "The Party". He is voiced by Rino Romano who voiced Doug and Gary's unnamed friend also seen in the episode.
  • When he hears Electro, the gamer quotes the famous line from Taxi Driver.
  • The black jock who nearly falls asleep during Williams' lecture then spreads rumors about Max's whereabouts is the guy who helped Doug Reisman torture Max in "The Party".
  • Sally has a lava lamp in her room.
Jolena Watches Williams SMTNAS
  • Jolenna, also voiced by Cree Summer, is standing behind Mary Jane when Williams is being taken away.
  • Sally unplugs her devices at 11:59 PM.
  • Harry calls Peter a "man of mystery." Austin Powers: International Man of Mystery is a spoof of James Bond films. Peter compared Harry to Bond in "The Party".
  • The producers admit that Kappa Tiki Kappa is a completely made-up fraternity.
  • Spider-Man calls Electro "Static-Boy." Static is a DC Comics superhero who can control electricity. Additionally, he had a show called Static Shock going on at the same time Spider-Man: The New Animated Series was being produced and aired.
  • When Spider-Man says to Harry that he tried to help, he could be referring to either Electro or Norman Osborn.


  • It's highly unlikely a working power plant, especially one in a major metropolitan area, would have no one there at night.
  • The first time the ball is seen is much too high for a normal boy to have thrown it from his position.
Williams Assigns Mid-Term SMTNAS
  • It is stated to be summer already yet Williams warns about the mid-term. Since Harry is talking about upcoming summer plans it is likely to be the beginning of summer, the end of the semester, and they should be preparing for finals.
  • Because of recycled footage, Sally remembers several events from "The Party" that she was not around to witness as well as angles of events she could not have gotten.
  • When Electro first enters Sally dorm, what he says is the words on the screen played backwards. However, when Mary Jane listens to the notes and Peter plays it backwards it is completely different dialogue.
  • Spider-Man has no reaction at all to seeing Max alive again despite being so broken up in "The Party" that he apparently killed his friend.
  • Spider-Man checks Williams' pulse with gloved hands. Unless his powers include extremely sensitive fingers, he wouldn't have gotten anything anyways.
  • Sally does not turn off her computer before unplugging it, which is not good for her data.
  • Sally unplugs one device, presumably a power strip, for both her computer and lamp but they go off at separate times. They should go off together.
  • Sally unplugs everything but her lava lamp, which also uses electricity.


  • A sequel to the events of "The Party".
  • The power plant is the same one Spider-Man fights Kraven the Hunter in "Mind Games, Part Two".
  • This episode marks the only episode a villain actually returns in a separate incident. The Gaines Twins appear in a two-part episode while several villains appear as illusions created by the Twins.
  • Sally last appeared in "Flash Memory".
Electro SMTNAS
  • First use of the name Electro.
  • Spider-Man calls Electro "Static-Boy." In "The Party" he calls him "Static-Man."
  • Apparent death of Electro.
  • Last appearance of Sally.
  • The last single episode set before the two-part series finale "Mind Games, Part One" and "Mind Games, Part Two".


Because of the electrical effects, this is the second most complex episode in the series. One of the reasons is because Electro's color changes with his mood.

Ethan Embry was recorded using backmasking. This was popularized by the Beatles in 1966, who are mentioned in the episode.

The camcorder Spider-Man uses is modeled after one of the producer's voice recorders.

The Italian used by Harry was made up by the audio engineer on the spot. Other foreign languages used in the series were provided by professors at University of California, Los Angeles.

Sally's dorm room is actually a redress of Christina's room model from "Head Over Heels", Max's first appearance. It could mean they live in the same building where all the rooms are similar.

Sally Snaps Out SMTNAS

Sally has several posters for the Main Frame Boyz in her room. Mainframe Entertainment produced the show. The band is a parody of the 1990s boy bands Backstreet Boys and Boyz II Men.

When Electro first enters Sally's room, the words he says are the words on the screen played backwards.

For the scene of Spider-Man saving Professor Williams, the editor worked backwards in the cuts in order to set up the rhythm of the heartbeats.

In the original script, Williams died.

Birds Flight SMTNAS

The final shot moving from the apartment into the sky proved extremely complex because of the three scenes, the transitions, and the fact that the sky was separate from the city skyline. Editor Bruce King claims the final moment with the lens flare nearly gave him a heart attack.

The only shot used in this episode for the opening credits is Spider-Man swing down to the power plant at the beginning. The opening credits were the last thing created for the series.

The episode originally aired August 1, 2003 after "Tight Squeeze", episode six, and before "Spider-Man Dis-Sabled", episode ten. It was the tenth episode produced coming after "Flash Memory", episode nine, and before "The Sword Of Shikata", episode four.


Electro Drops Sally SMTNAS

Stu of Marvel Animation Age was glad that finally one villain returned, feeling the show as becoming too much of a villain-of-the-week show and that rematches are always good. He enjoyed that Spider-Man wasn't constantly spouting one-liners as it made it seem like Electro was more of a threat. He did think it was weird to have Harry helping Spider-Man. He did like that Electro wanted more than just revenge like "The Party" and made him more understanding. He did feel that there should have been more between Max and Sally than just a smile for him to want to transform her. "This episode really did have more of the feeling that you where watching a cartoon about a superhero, it was a Spider-Man episode, there was very little Peter in it, and Spider-Man himself was nearly killed, as he used himself as a conductor when trying to drain Electro of his power. Unfortunately, what could have been a cool scene of seeing Max forever feeling guilty of his crimes, rotting in prison, he was killed in an explosion. MTV strikes again."

The episode has a 6.7 on the Internet Movie Database and 7.8 on

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