Electro: First, I'm not scared of nothin'. Second, the Master Planner ain't second rate nothin'! And third... don't call me Max! OR I'LL FRY YOU INTO NOTHING!!!
At his lair, the Master Planner finally unveils himself... as Doctor Octopus. When Electro bemusedly asks why he didn't just escape with him and Kraven, Octavius responds that the deception was necessary to throw Spider-Man off. At Oscorp, Peter meets with Norman, who introduces him to Morris Bench, Oscorp's demolitions expert, who is in the process of installing a wireless bomb to destroy an old tenement. Osborn tells Peter to get a good seat for the blast, but as Peter leaves the bomb suddenly activates with only 30 seconds on the timer. Spider-Man launches Osborn and Bench to safety as the bomb detonates. Doctor Octopus and Vulture lament their failure to kill Osborn and Spider-Man, but Vulture remarks that Octavius' invention, which allows him to hack into wireless devices and control them in the same way he does his tentacles, was a success. Octavius proclaims that he already has control over most of New York City, and intends to expand his influence to the entire world, while the Tinkerer notes some worrysome power fluctuations during the initial test.
At a cafe, Mary Jane continues to play matchmaker for Peter and Gwen, attempting to set them up on a date for New Years Eve, but Flash and Liz arrive and as Peter leaves to pick up their order Gwen laments that Peter is into Liz and not her. Having located Spider-Man's cell phone using its GPS, Octavius uses his device to wreck havoc with New York's wireless devices, hacking a satellite, sending Midtown's police dispatch on a wild goose chase, and triggering a massive traffic accident outside the cafe. While Peter and the others go to investigate, Electro stuns Gwen and abducts her. Peter spots Vulture airlifting her and tails Electro's van, causing it to crash. Vulture drops off Gwen, and Octavius uses her phone to place a call to Captain Stacy, blackmailing him to grant him access to the global access codes stored at Homeland Security's NYC HQ, which would give him access to all the computers in the world. Captain Stacy initially refuses, but when Octavius threatens his daughter he reluctantly agrees. Electro escapes, but Spider-Man captures Mason and threatens to throw him off the roof of a skyscraper if he doesn't tell him where Vulture took Gwen. Mason calls his bluff and Spider-Man drops him twice, threatening to make the third one final. Mason talks, and as Captain Stacy infiltrates Homeland Security Spider-Man infiltrates the Master Planner's underwater lair. Octavius dispatches Electro to deal with Spider-Man while Vulture provides a distraction for Captain Stacy by shelling Homeland Security. Stacey infects Homeland Security's computers with a virus that allows Octavius to increase his security clearance, enabling him to access the area where the codes are stored. However, Electro accidentally blasts one of his mainframes, and Octavius' outburst prompts Spider-Man to keep goading Electro into attacking until the base starts to collapse.
At the last second, Captain Stacey demands to talk to Gwen, who had been knocked out by Electro. Octavius, his base falling apart, decides to take matters into his own tentacles and confronts Spider-Man himself. Spider-Man tricks Octavius into destroying the server routing the signals into his brain, forcing him to sever the connection. Octavius resignedly congratulates Spider-Man before triggering his base's self-destruct, leaving in an escape pod and abandoning Electro to die. Spider-Man attempts to escape with Gwen, but is pinned beneath a heap of rubble. He initially resigns himself to die, but realizing that Gwen, an innocent, would die as well, he musters his Heroic Resolve and heaves the rubble aside, taking Gwen and Electro and escaping the base just as it explodes. Octavius orders Vulture to retreat, and Captain Stacy crushes Octavius's SD card after getting a phone call from Gwen telling him she is safe.
At one minute to midnight, Peter attempts to call Gwen, but Liz Allan shows up at his doorstep and tells him she broke up with Flash to be with him. As the ball in Times Square drops, Liz kisses Peter at the same moment Gwen picks up the phone.
This episode provides examples of:
- And This Is for...: Spidey takes down Electro mainly for zapping Gwen. Twice.
- Batman Gambit: Spider-Man exploits Electro's Hair-Trigger Temper and Berserk Button to get him to destroy the Master Planner's base.
- Bait-and-Switch: The audience is initially lead to believe that the unknown person Ock’s forces are targeting is none other than Peter Parker, who Ock may have figured out what his alter-ego was, planning his revenge. But he was actually talking about Gwen, as his plan was to kidnap her for leverage on Captain Stacy.
- Berserk Button: "DON'T CALL ME MAX!"
- Bittersweet Ending: Doctor Octopus’ plan has been stopped, his base of operations is destroyed, and Spider-Man captures Electro and rescues Gwen, but Doctor Octopus and Vulture manage to avoid capture, leaving them free to continue with Dr. Octopus’ agenda. Also, while Peter manages to begin a relationship with Liz Allan, he never tells Gwen how he feels about her.
- Captain Obvious: Spider-Man figures out the Master Planner's identity after Ock-like arms come out of the wall.Spider-Man: Hey, Master Planner, some secret identity advice from an expert: don't sign your work, Doctor Octopus!
Doc Ock: Yes, Spider-Man, it's spectacularly clever of you to have guessed the truth, after I revealed it. - Collapsing Lair: In a Mythology Gag to the comics' Master Planner arc, Spider-Man is even trapped under tons of debris and has to push his strength to the limits to free himself.
- Early-Bird Cameo: Morris Bench, who in the mainstream comics is the water-powered super-villain Hydro Man, appears as Oscorp's demo man.
- Falsely Reformed Villain: Doc Ock reveals he was only faking reverting to his meek persona.Doc Ock: When building a secret empire of super criminals, the safety and obscurity of a hospital bed has its advantages.
Vulture: Beats prison.
Doc Ock: Indeed. Spider-Man searches for the Master Planner, leaving Octavius free to [chuckles] plan. - Hair-Trigger Temper: Spidey exploits Max's to get him to destroy Ock's base.
- Heroic Resolve: Peter lifts a mass of rubble off himself to save Gwen from drowning.Wait...I can't give up. Not with Gwen depending on me!
- High-Altitude Interrogation: Spider-Man to the Tinkerer.
- Hijacked by Ganon: Dr. Octopus is revealed as the Master Planner.
- I Have Your Wife: Dr. Octopus to Captain Stacy.
- Jack Bauer Interrogation Technique: Spider-Man takes a leaf out of Batman's book interrogating the Tinkerer.
- My Skull Runneth Over: A non-fatal variant happens to Octavius when Spider-Man destroys his server.
- Mythology Gag: Spider-Man freeing himself from being trapped under machinery recreates the famed moment from The Amazing Spider-Man #33 (Vol. 1).
- New Year Has Come: The episode's time is New Year’s Eve.
- Rebuilt Pedestal: A villainous example. Electro regains his respect for Doctor Octopus once the latter reveals to the former to being the Master Planner all along, and he just was faking his redemption to divert a suspicion away from him and work on his plan.
- Red Herring: It looks like the villains are tracking Peter's cellphone, but they abduct Gwen instead to gain her father's attention and cooperation.
- The Reveal: Master Planner is Doctor Octopus.
- Sanity Slippage: Electro's mental state continues to deteriorate throughout the episode, as he ignores even Dr. Octopus telling him to stop.
- Save the Villain: Spider-Man saves Electro. He doesn't like it, though.
- Spanner in the Works: George stops going along with Doc Ock's plan to take over the Homeland Security network when he demands to talk to his daughter again. Unfortunately, Electro not only zaps her unconscious again, but he also wreck half of the hideout thanks to Spidey, delaying and ruining Ock's plan.
- Stealth Insult: Doc Ock refers to Electro as "so charmingly uncomplicated."
- Tranquil Fury: Octavius is rather calm about his Master Plan being foiled, a stark contrast to his usual self.
- Villain: Exit, Stage Left: Doctor Octopus flees in an escape pod. He also contacts Vulture, who quickly breaks off his attack and escapes.
- Villainous Friendship: Doc Ock and Vulture are very civil with one another, complimenting each other on their work.
- You Have Outlived Your Usefulness: Octavius leaves Electro to die.
