A powerless Spider-Man continues to battle against The Insidious Six, as the Kingpin attempts to dispose of a rival crime boss, Silvermane. To make matters to worse Spider-Man learns from Dr. Connors about how he is mutating into something not human.
This episode provides examples of:
- Aborted Arc: At end of episode Silvermane plans with the other crime lords to declare war on the Kingpin, but that never happens for the rest of season.
- Achilles' Heel: Between Rhino accidentally ripping his insulated suit and Spider-Man tossing him into a water tower, Shocker finds himself in a rather nasty predicament. He only narrowly manages to get the suit off and escape before it explodes.
- Anti-Climactic Unmasking: The Insidious Six are successfully unmask Spider-Man and see that he is Peter, but Doctor Octopus is able to convince them that Peter is only impersonating Spider-Man.
- Batman Gambit: Cornered by Doctor Octopus, Scorpion, and a helicopter on the roof, Spider-Man observes he can use Scorpy's acid for some Deadly Dodging. After the helicopter is forced to depart and Doc Ock suffers a damaged tentacle, Scorpion is called out as an idiot and smacked aside. Spidey then plays to Scorpy's hatred of being called names by goading him into asserting himself. As the two villains slug it out, Spider-Man makes his exit.
- Berserk Button: After one of his tentacles accidentally gets hit with acid, Doctor Octopus presses Scorpion's by calling him an insulting name.
- Big "NEVER!": After Doctor Octopus insults and throttles Scorpion on the rooftop.Spider-Man: Scorpy, you gonna take that abuse from a six-armed freak?
Scorpion: Never! - Continuity Nod: Doctor Octopus describes the events about how he first fought Spider-Man back in his first appearance.
- Deadly Dodging: To get the Kingpin's helicopter off his back, Spider-Man opts to use Scorpion's acid and a well-timed jump. It works. He does the same to one of Doc Ock's tentacles.
- Destination Defenestration: When Shocker checks an open window to see where their quarry went, Spider-Man grabs him from the outside and throws him onto the opposing rooftop's water tower.Spider-Man: Peek-a-boo!
- Dramatic Irony: After the villains manage to unmask Spider-Man as Peter Parker, Doctor Octopus simply believes that Peter is pretending to be Spider-Man, as he believes that the real Spider-Man would put up a better fight, unaware that Peter is Spider-Man but has lost his powers at the moment.
- The End... Or Is It?: While Spider-Man's powers return and after the Insidious Six fail to defeat Spider-Man they disband as quickly as they were formed, Spider-Man learns that from Doctor Connors about how he is starting to mutate into something. Dr. Connors does not know what Spider-Man mutating into, all he can him tell that it won't be human.
- Eviler than Thou: Kingpin uses the Insidious Six to go after Silvermane at his own headquarters as a reminder to the rest of the cartel that they had better stay on his good side. The supervillains abandoning Kingpin in the end, though, puts their operations back on equal footing.
- Guile Hero: Even with his powers returning, Spider-Man can't take on all six villains at once. He opts instead for trickery (such as conning Rhino into thinking he's really Chameleon in disguise) or vantage points (such as pulling Shocker through a window).
- Hope Spot: With his powers back to full, Spider-Man figures everything is looking good and that he has nothing to worry about. In the last scene, Curt tells him his mutation is accelerating and will only get worse.
- Indy Ploy: Upon bumping into Rhino while sneaking around, Spider-Man claims he's really just Chameleon in disguise and trying to get the drop on Silvermane. He then points Rhino over to two shadows (really Shocker and Mysterio) and tells him to have at it. While getting chewed out for this bit of friendly fire, Rhino blames Chameleon and gets ready to pummel him.
- Mistaken for Santa: This happens to Silvermane after Spider-Man saves him from the Insidious Six by lowering him down a chimney on a web rope.
- My Significance Sense Is Tingling: While sneaking around, Spider-Man realizes his spider-sense is back right before one of Doc Ock's tentacles swings through.
- Oh, Crap!:
- Chameleon's expression when Rhino is about to punch him.
- Shocker, after landing in a water tower with a ripped insulated suit.
- Sadist: Shocker rather likes the prospect of Peter going splat on the pavement, after getting blasted off the roof.
- Screw This, I'm Outta Here: Fresh off losing to Spider-Man and sick of Kingpin failing to deliver on his promises, all six supervillains opt to go their separate ways.
- Sure, Let's Go with That: When the Insidious Six caught Spider-Man, they unmasked him to be Peter Parker. But his former teacher Doc Ock doubts he's Spider-Man as the last time he fought him, he was more flexible (this is due to Peter's powering going off due to the mutation). Rhino thinks that Peter is trying to pretend to be the real Spider-Man as he couldn't find him, which Peter responds they are right somewhat.
- Tempting Fate: As Curt is about to break the bad news in the last scene, Spider-Man asks how bad it could possibly be. Curt has quite a bad answer for him.
- This Is Gonna Suck:
- Even after getting his powers back, Spider-Man notes he's getting really sweaty over having to face the Insidious Six.
- Spider-Man's reaction to Curt telling him his new mutation is only just beginning.
- Throw the Dog a Bone: Fresh off losing Felicia to Michael, Peter finds Mary Jane is still interested in him.Peter: Don't tell me you were worried, too.
Mary Jane: Of course I was worried. About your aunt. [winks] - Wham Line: The very last line, no less.Curt: You're still changing, and it's accelerating. So, while I can't tell you exactly what your DNA is transforming you into, one thing's already clear: it won't be human.
- Would Hit a Girl: Disguised as a nurse, Chameleon reminds Peter to play ball or else they'll go after May again.
- Wounded Gazelle Gambit: Silvermane uses this to fool Spider-Man into helping him by claiming to be a wealthy man taken for ransom when the Insidious Six, under orders from the Kingpin, try to kill to him.
- [Verb] This!: When the Insidious Six decides to quit when the Kingpin fails to keep his promises, the latter tells them on their headset receivers that they can’t quit as he commands them. The Scorpion responds by saying "Command This" before stepping on his receiver.
