Spider-Man/Peter Parker: I'm in mourning for my buried rep.
Peter Parker rushes home and excitedly informs Aunt May that alien life has been discovered. Ignoring May's scoffing, Peter turns on the TV to see that the black sludge from John Jameson's shuttle has been sent to Dr. Connors' lab for analysis. Hoping to get an exclusive, he calls Eddie Brock only to learn that Martha Connors has forbidden all reporters and photographers, especially ones named Peter Parker. Undeterred, Peter visits the lab that evening as Spider-Man only to find the lab already has a visitor: a young woman in a skintight black suit who is in the process of opening the alien's containment chamber. As they trade punches and quips, the thief introduces herself as Black Cat, informing Spider-Man she was hired to steal the alien and - flirtatiously complementing his skills - offers him a "slice of the mud pie" if he helps her. Spider-Man turns her down, but in the course of their fight the alien escapes and latches onto Spider-Man's heel. Dr. Connors bursts into the lab and Black Cat retreats, and when Spider-Man realizes that the alien is gone he chases after her to no avail.
The next morning, Captain Stacy interviews Dr. Connors, who expresses disbelief that Spider-Man would have stolen the alien. Eddie furiously denounces both Spider-Man and Peter Parker, rebuking Gwen when she tries to calm him down. At the Bugle, Peter confronts J. Jonah Jameson for why the latter printed an article accusing Spider-Man and Black Cat of planning the theft themselves instead of fighting each other. When Peter states Dr. Connors witnessed the fight, Jameson retorts that Connors had returned in the morning to find his lab robbed. In a warehouse, Dr. Connors chortles over the headlines and peels off a mask to reveal himself as the Chameleon. Taking a phone call, he informs his employer that he failed to steal the alien. He turns to his cohorts, Quentin Beck and Phineas Mason, and says that the Daily Bugle has given him an idea and he will need their utmost abilities to pull off his plan.
Spider-Man, again chasing Black Cat, is oblivious to the darkness spreading up his costume, turning it jet black with a white webbing pattern and spider emblems. Black Cat interrupts his Inner Monologue, alerting him to the fact that his red-and-blues are black-and-white and flirtatiously assuming he took up her offer. Peter realizes the alien must have bonded to his costume and runs when Black Cat gets too close for comfort. He contemplates how to get the alien off, but when an out-of-control airplane flies past he discovers the Black Suit actually enhances his strength and agility, enabling him to successfully rescue the pilot and stop a construction crew from being crushed by a falling girder. Realizing the Black Suit could help him save more people - and earn more money - Peter opts to keep it. He returns home, discovering the suit can retract beneath his clothes, to find his aunt in the middle of swooning, having cooked all day testing recipes.
Later that night, the Chameleon, dressed as Spider-Man, robs a bank, using suction cups, wrist-mounted bolas, and spring-loaded boots to simulate Spider-Man's powers, while Mason takes photos to send to the Bugle. The next morning at school, Peter is surprised to learn that Spider-Man is now guilty of being a bank robber. The Chameleon robs another bank, and Peter walks in on a jubilant Jameson, who announces his victory over Spider-Man. Hunting for his doppelgänger that evening, Spider-Man encounters Black Cat, who offers him assistance and leads him to a gala hosted on the mayor's yacht, which Captain Stacy and J. Jonah Jameson are also in attendance.
The Chameleon infiltrates the party disguised as Norman Osborn, changing into his faux Spider-Man costume and taking the party hostage. Black Cat and Spider-Man crash the party on a jet ski, and while Spider-Man confronts the Chameleon she takes out Mason and Beck, who were disguised as a dock hand and waiter. Outmatched, Chameleon attempts to retreat, but Spider-Man apprehends and unmasks him. Jameson reluctantly orders a retraction and Captain Stacy pardons Spider-Man for the crimes he was accused of. Spider-Man almost confesses to the theft of the alien, but a voice whispers in his head that he's better off keeping it and he says nothing. Later, he meets up with Black Cat, who congratulates him by stealing his first kiss, revealing she stole the mayor's tiger-shaped gem necklace, and then literally leaves him hanging.
This episode provides examples of:
- Amplifier Artifact: One of the symbiote's abilities.
- Badass Normal: Chameleon has no powers outside of his ability to almost-perfectly imitate people.
- Big Damn Kiss: The episode concludes with Black Cat sliding Spidey's mask half-way up and sharing a passionate kiss with him.
- Bittersweet Ending: The Chameleon's scheme is foiled and Spidey's name is cleared, but the former impersonates Stan Carter and slips away. Afterwards Peter receives a steamy kiss from Cat only for her to leave him hanging. Literally.
- Brick Joke: The real Spidey expects Jonah to print out a retraction about him being a criminal once he's done with his impersonator (despite his personal views of the hero). After Spidey's his name is cleared, Jonah reluctantly does so... as far away from the front page as possible in small font.
- Clear My Name: What Spider-Man is forced to do when the Chameleon impersonates him.
- Costume Copycat: Chameleon's Spider-Man outfit.
- Darker and Edgier: The Black Suit in comparison to his original costume. Black Cat thinks it's Hotter and Sexier to boot.
- Early-Bird Cameo: Chameleon's associates are Quentin Beck and Phineas Mason, who go on to take up the identities of Mysterio and the Tinkerer in season 2.
- Easy Impersonation: The Chameleon's shtick.
- Foreshadowing:
- On an initial viewing, it can seem like the voice in Peter's head telling him to keep the black suit is his own thoughts. It's not— it's the symbiote's voice influencing him, foreshadowing that it's not just a cool new costume.
- The Chameleon dressing as Norman Osborn.
- First Kiss: Peter receives his at the end, courtesy of Black Cat, it in turn being her first with him.
- Forceful Kiss: Cat surprises Spider-Man with a kiss, which he quickly reciprocates.
- Hope Spot: Peter calls Eddie for a chance to see the alien sample, but is reminded that Curt Connors' wife has upped security. What's more, Peter is not welcome after the Lizard fiasco.
- Mythology Gag:
- Black Cat thinking the Black Suit is sexy is taken from the mainstream comics.
- The symbiote's initial appearance is nearly identical to how it looks in Spider-Man 3.
- Spidey and Cat's upsidedown kiss is of course a nod to the one from Spider-Man.
- Not Helping Your Case: Peter is warned that he isn't allowed to see the alien sample at the Connors lab. Unfortunately, his photo of Spider-Man fighting the Black Cat frames him as a thief he is once more credited on the Bugle paper the next morning. As such Eddie loses further trust to his "bro".
- Paint It Black: What the symbiote does to Spider-Man's costume.
- Promotion to Opening Titles: Due to Harry Osborn's bus trip, Mary Jane Watson takes his place in the opening credits for the rest of Season 1.
- Ship Tease: Between Spider-Man and Black Cat.
- Snark-to-Snark Combat: Between Spider-Man and Black Cat, and between Spider-Man and Chameleon
- The Symbiote: The Black Suit.
- Voice Changeling: One of the Chameleon's skills.
- Voluntary Shapeshifting: One of the symbiote's abilities.
- You Don't Look Like You: What the Chameleon says when confronted by Black Suited Spider-Man.
