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This is the second episode of the first season of Spider-Man: The Animated Series.






As Peter Parker is walking Felicia Hardy home, he notices that they are being followed by a mysterious man. Peter runs off and changes into costume and pursues the stalker as Spider-Man. Spider-Man then stumbles upon a robbery and manages to capture the crooks, but loses the stalker's trail.

Peter goes to the Daily Bugle and hands photos of the robbery over to Robbie Robertson. J. Jonah Jameson walks in, showing curiosity as to how Peter always manages to get pictures of Spider-Man. Afterwards, Pete notices the stalker from the night before head into Jameson's office and it is revealed that Jameson hired the private investigator named Mac Gargan to follow Peter to find out how he gets his pictures of Spider-Man. Peter eavesdrops on the conversation and learns of Jameson's plans and sneaks into the room as Spider-Man. Spider-Man tells Jameson to tell Peter to stop following him and also threatens the editor to get off his back. This makes Jameson remember how his wife, Julia Jameson, was assassinated by a man in a mask.

Jameson and Gargan head to ESU and meet up with Professor Farley Stillwell. Once there, Stilwell uses the Neogenic Recombinator to splice Gargan's DNA with that of a scorpion. Wired into a battlesuit, Gargan is transformed into the Scorpion.

In the city, Spider-Man is spotted swinging through the city so Jameson sets the Scorpion on him. Scorpion manages to knock Spider-Man unconscious and almost unmasks him when his mutation worsens and his mind starts to deteriorate, leading him to attack Jameson's helicopter and blaming him for his transformation. Luckily, the helicopter is able to escape.

At the Daily Bugle, Jameson watches news footage of Scorpion running wild in the city and begins to feel guilty. He tells Robbie of how his wife died and how he has a great mistrust of people who wear masks, which explains his hatred of Spider-Man. Jameson tells Robbie of how he helped to create the Scorpion but realizes that he has only brought another menace into the world.

While Spider-Man searches the city for Scorpion, Jameson visits Stilwell at ESU, who explains that the genetic mutation is making Scorpion mentally unstable. Just then, Scorpion bursts through the wall and threatens Stillwell to reverse the process. Scorpion then grabs Jameson and runs away from the lab with him.

Spider-Man phones his Aunt May to tell her that he won't be home for lunch when he sees Scorpion and Jameson. The two make it to Oscorp where Scorpion says he plans to use the factory's nuclear reactor to change him back to normal, despite Jameson's pleas that the radiation will flood the city. Spider-Man arrives and begins to fight Scorpion inside the Oscorp facility. During the fight, Scorpion accidentally causes the nuclear reactor to release its control rods, meaning that it would go into meltdown and destroy the city. Spider-Man manages to electrocute Scorpion while Jameson stops the nuclear reactor from melting down. Jameson says that nothing has changed between him and Spider-Man.

Later that night, Peter runs into Felicia who agrees to have dinner with him.


  • Director: Bob Richardson
  • Writers: John Semper, Marty Isenberg, Robert N. Skir
  • Producers: Avi Arad, Stan Lee
  • Cast:
    • Christopher Daniel Barnes: Spider-Man
    • Linda Gary: Aunt May
    • Jennifer Hale: Felicia Hardy
    • Rodney Saulsberry: Robbie Robertson
    • Edward Asner: J. Jonah Jameson
    • Martin Landau: Scorpion
    • Michael Rye: Farley Stillwell