For months Spider-Man has been working tirelessly to foil the villainous plots of the many foes he’s encountered. However, a the main threat is still at large; Wilson Fisk, the Kingpin of crime, remains firmly in control of the city’s underbelly and is seeking a way to eradicate the interfering super hero once and for all after a series of undoing’s by the wall-crawler and power grabs by both Norman Osborn and the Hobgoblin. It’s time for Fisk to remind everyone that he’s in control.
Spidey reminisces over the women competing for his devoted attention: play-girl aristocrat Felicia Hardy and up-and-coming actress Mary Jane Watson, both of whom have no idea of his vigilante double-life, which is the cause of his current woe – how can he expect to make a relationship work when his life is already fully occupied with crime fighting? This dilemma is causing his spider powers to flux and fail.
The Kingpin is holding a conference with all the other organised crime lords at work within the city. Although profits are up, Silvermane is dubious that Fisk can continue this trend going indefinitely and poses a cope over Fisk’s inability to deal with Spider-Man costing him the respect of the cartel and business ventures. Enraged, Fisk announces he has already implemented his retaliatory plan to eradicate Spider-Man; breaking all his major foes out of prison and uniting them in a combined front against their common enemy. With the help of Alistaire Smythe's robot drones, Chameleon, Scorpion, Rhino, Mysterio, Doc Ock and Shocker escape their via the helicopter and taken to a safe house where Kingpin outlines his plan to them team attack Spider-Man as a combined front. While former flunkies Rhino and Shocker, along with the impressionable flunky that is Scorpion, are more than happy to be a part of the game, Doc Ock and Mysterio have issues with his authority, however eventually all side with Fisk, some out of curiosity, others loyalty, and in the case of Doc Ock full research funds.
Spider-Man’s power failures are becoming more frequent, a sudden attack causing him to lose his civilian clothes and forcing him to retreat home wrapped in a blanket to hide his costume from Aunt May. By the morning his powers have returned to former glory, although Peter is shocked to learn he slept for 2 whole days and is now late for his class with Dr. Curt Connors, who is explaining how the college is now home to a new programme committed to researching neogenics with the aid of Dr. Stillwell (responsible for creating the Scorpion). One of his pupils will win the honour of becoming Dr Connors’ personal assistant as they battle to prove that the money provided by the Tomes Foundation is worthy of their academia; Michael Morbius and Deborah Whitman are among the students in the running. Parker shows up in time to see the seminar close, much to the mocking delight of Morbius who believes he has as good as won the position. Felicia arrives to ask Peter to chaperone her to the opening of her mothers’ new science exhibit, thought she is unwilling to call it a ‘date’ exactly – Morbius displays interest in her, however she fobs him off in favour of Parker. Flash informs the pair that there is a new anti-Spider-Man campaign being conducted by the Daily Bugle, which is broadcasting live footage of Spider-Man and Rhino tearing a path of destruction across the city.
Across town the Rhino is jacking an armoured car. Remotely observed by Smythe and Fisk, Spider-Man arrives only to be ambushed and overpowered by the combined strength of Kingpins’ Insidious Six. Spider-Man’s powers dissipate once again, leaving him an open target. Stealing seemingly inevitable victory away from Mysterio, Doc Ock’s arrogance proves to be the teams’ undoing, as his belittling of the Scorpion leads in-fighting to erupt, allowing Spidey to escape by the skin of his teeth as he falls into the subways after Ock causing the street to collapse. Scorpion gives chase but Spidey is long gone. With a moment to gather his thoughts Spider-Man realises that he needs someone to look into why his abilities are failing. At his lab Dr Connors studies Spider-Man’s blood, realising that his genetic structure is mutating into something inhuman – this could be the major key in Connor’s neogenics research, however he owes Spider-Man his life after the Lizard incident several months ago (Night of the Lizard, season 1) and puts his research on hold in order to pay off his debt. After extensive examination, the prognosis is that Spider-Man’s DNA has permanently changed, potentially that he will no longer have his spider-like abilities.
Kingpin addresses his troops with displeasure, their squabbling having cost them victory when it was in the palm of his hand - dispatching them into the city to track down their quarry. Despite the drawbacks, Peter is somewhat relieved to be rid of his hero duties, to return to a normal life – reminding him that he’s meant to be meeting Felicia. Scorpion and Ock both come to the same conclusion that Parker is the link that’ll lead them to the wall-crawler, deciding to team up and see if their theory is sound.
Felicia is mugged in town, despite the efforts of Morbius to prevent the thief. After being assumedly stood-up by Peter once again she agrees to allow Morbius to escort her to the science exhibition, signalling the start of their relationship.
May is already worrying about where Peter is this late at night, and when the self-proclaimed ‘Doctor Octavius’ arrives at her door she is all too willing to follow him when he tells her Peter has collapsed and is being treated at his local clinic. Peter returns to an empty house, finding a note proclaiming that the Insidious Six have his aunt; she’ll be unharmed if he comes to the rendezvous site at the given time. Even without his powers, Peter has no choice but to do as they say. Ock is holding May at one of Kingpins’ personal clinics, where she can be monitored – as well as the inevitable appearance e of Spider-Man. Spidey approaches on foot, much to the surprise of his hosts, but with his spider-sense gone with the rest of his powers he is unable to avoid the pitfall trap beneath his feet. He tumbles down into a hidden basement where Aunt May lies dead on a mortuary slab – Mysterio informs the aghast Spider-Man that there are no more games: the endgame commences as Scorpion, Ock, Rhino and Shocker step from the shadows. From the mortuary slab May sits up, transforming into a hideous crone, taunting Spider-Man before revealing herself to be the Chameleon. Powerless and cornered, Spider-Man shrinks back as the villains descend upon him.
With his spider-powers failing him, his relationship with Felicia and position as Dr Connors’ research assistant at risk of being lost to glory-hungry newcomer Michael Morbius, and the King Pin launching a deadly new offensive in the form of a unionised legion of some of Spideys’ most powerful foes to secure not only his position as head of the crime cartel, but as the man who’ll defeat crimes biggest threat, Spider-Man is facing threats from all sides. Despite their differences, the villains have come together and kidnapped Aunt May and trapped Spider-Man with no powers and no way out. This is a story that really does have it all, frantically switching between the impressively extensive cast ehile never leaving the viewer feeling short changed nor short for breath. Action comes as thick and fast as the twists and turns as the narrative winds to an exciting cliff-hanger conclusion that has Spider-Man cornered and powerless against his greatest foes to date. While the pervious (and upcoming) season having proven that the show can carry its weight with one villain for 20 minutes and not feel bogged down, the introduction of the Insidious Six (rebranded from the comics ‘Sinister Six’ due to fears of traumatising children with words they cannot comprehend) is a tour de force of brilliance that allows each of the villains to showcase their best selling attributes (Mysterio can’t support an entire episode for my opinion, however as a team player he comes to life, as does Chameleon), and although it’s somewhat of a puzzler as to why the team is introduced so early into the series, the choice of members really does work – Shocker and Rhino in particular ground the show in the continuity-rich universe here, as they are the only ones with ties to king Pin to begin with, thus helping sell his plans to the more dubious cast, while Scorpions’ desperation to be recognised as well as blindly follow a higher power to avoid thinking for himself play nicely with him being a pawn of Fisk.
Spider-Man’s mutation is the larger story at play here of course, with the entire season revolving around his gradual mutation into the monstrous Man-Spider come the climactic finale, and we really hit the ground running with his waning abilities being highlighted from the very first scene and becoming a recurring issue throughout the episode, whilst still allowing time for all the other problems in Parker’s life to be established. Fans will no doubt know that Morbius and the Tomes Foundation will play a substantial role, what with the heavy focus of Neogenics throughout. As the first episode of the season, this really does a great job of setting the foundations for all the future story lines whilst working as a stand-alone [double-part] episode.
Action, drama, suspense, hints at plots yet to be developed, a crime syndicate power play that involves Spidey’s rogues gallery, and all within 20 minutes, this is animated Spider-Man at its best.