As Spider-Man has turned into a monster called the Man-Spider, the Punisher continues to hunt for the Man-Spider with the intention to kill him, while Dr. Crawford calls Sergei Kravinoff to help her cure Spider-Man before it's too late.
This episode provides examples of:
- Bittersweet Ending: Dr. Crawford is able cure Spider-Man from being the Man-Spider and convinces the Punisher to abandon his vendetta against Spider-Man, but she was only able to temporarily suppress Spider-Man's mutation not completely cure it, Morbius is still out there and Dr. Crawford has to leave for Africa.
- Dramatic Irony: A news reporter mentions that Peter Parker has been missing since the day before, even says it is possible he could be a victim of the Man-Spider, unaware that the Man-Spider itself actually is Peter.
- Foreshadowing: Man-Spider goes to the Neogenic Recombinator, apparently hoping it can somehow restore him. That is not how he's restored in this episode, but in the next one, Curt uses the Recombinator to control Spider-Man's mutation with daily treatments.
- Heel Realization: After the Punisher attempts to kill the Man-Spider, Dr. Crawford stops him, as she has learned about why he fights criminals. She tells him not only is there nothing he can do that can bring back his wife and children, but also about how Spider-Man has a disease and is a victim, just like the Punisher's family was. Hearing this the Punisher realizes the kind of monster that he is becoming.
- It Can Think: As the Punisher predicted, Man-Spider has enough intelligence left to know to hide in the shadows during the day. The beast also has some semblance of Peter's knowledge, as it instinctively seeks out the Neogenic Recombinator, mistakes a redheaded woman for Mary Jane, and recognizes Flash.
- Motive Rant: As Punisher readies his weaponry for another go at Man-Spider, Microchip tries to talk him out of it.Microchip: You're not in this to fight monsters.
Punisher: Wrong! That's exactly what I'm in this to fight! Monsters. I'm gonna hunt that thing down and destroy it before anybody gets hurt. - Nobody Calls Me "Chicken"!: Flash thought Debra was just seeing things and had no interest in escorting her back to the lab, until she accused him of being scared.
- Preemptive Apology: Before helping himself to Debra, Morbius apologizes and says this is only because he's starving.
- Punch Catch: How Morbius fends off Flash before helping himself to a meal.
- Race Against the Clock: Dr. Crawford races to cure Spider-Man from being the Man-Spider, as if she doesn't cure him soon, he will be the Man-Spider forever.
- Teeth-Clenched Teamwork: After Kravinoff finds the Punisher at the World Trade Center, the two are forced to work together fight against the Man-Spider while Kravinoff has to keep the Punisher from killing the Man-Spider.
- Tragic Monster: The Man-Spider, which is Peter Parker devolved into a horrible humanoid arachnid as a result of his genes being destabilized and reconfiguring into a form in which the spider DNA takes precedence over the human.
- Undying Loyalty: Flash denounces Jonah's coverage of the current situation, referring to Spider-Man as a true hero.
