Rhino: You!!!
Spider-Man: I win me?! That makes no sense.
The Black Cat breaks into a Manhattan high-rise, and effortlessly makes her way past various security measures. Just as she's about to claim her target, she's caught by a group consisting of Oscorp's Donald Menken, Hammerhead, Doctor Octopus and the Vulture, Patch, and Roderick Kingsley. Hammerhead lets Black Cat go without any fuss, and Menken announces that bidding will begin soon.
The final bidder to arrive is Sable Manfredi, daughter of notorious crime boss Silvio "Silvermane" Manfredi, and an acquaintance of Hammerhead's. Bidding begins, with Hammerhead and Sable going at it. Patch pathetically tries to bid one cent above Sable, while Kingsley shoots high. Too high in fact, as his bid exceeds any amount deposited in the bidders' accounts. The auction is put on hold so that the bidders can put more money into their accounts.
At Midtown High, Captain Stacy talks about the importance of partners in his seminar, and once again subtly hints that he knows Peter Parker's secret. Harry sees that Peter has a new "OsBerry" phone, and is initially excited, but gets bummed out when he learns that Norman gave it to Peter. After Harry leaves, Liz shows up and reminds Peter that they're going out to dinner. Peter tells her that he promised Fred Foswell that he'd drop by the Bugle after school, but that he'll try to be on time. Liz is confident that Peter will be late, but will consider it a victory if Peter actually shows up.
At the Bugle, Jameson refuses to run Foswell's story on the auction and Silvermane's intention to use it to reestablish his power base after getting out of jail. Foswell won a Pulitzer on his Silvermane exposé twelve years ago, which presumably helped get Silvermane behind bars, but Jameson claims that all Foswell has done since then is get lazy. Foswell dejectedly tells Peter that there might not be a story, but Peter suggests that having pictures would change Jonah's mind.
The auction resumes without Patch, as his employer withdrew all the money from the bidding account. Patch leaves the building and is spotted by Peter—only for Pete to be shocked when Patch reveals himself to be Fred Foswell. Foswell managed to plant a bug on Menken, and he and Peter listen in. Foswell thinks that Silvermane's release from jail will result in a major gang war between the traditional mob of Silvermane, the Big Man's current empire, and Doc Ock's new wave of super criminals. The auction prize isn't chicken feed either—it's the specs to mass produce the Rhino's armor, giving the owner a means to create an army of super mercenaries.
The bidding continues, and Kingsley wins with a bid of $500,000,000. Peter wonders what Kingsley, a perfume manufacturer, has to do with all this. Menken tells Kingsley that he can pick up the specs at a Tribeca warehouse on Hudson St. Peter leaves to get a good spot for pictures, while Foswell calls the police. The exchange is made, and the police promptly arrive. Spider-Man muses that he might make his date after all—just as a helicopter comes in and begins gunning at Kingsley and the police.
Spider-Man tries to get into the helicopter, but is kicked off by Sable, aka Silver Sable. She leaps from the helicopter and attempts to claim the specs from Kingsley, only for Hammerhead to show up and try to do the same. Hammerhead also proves to be an adept fighter and reveals his namesake to Spider-Man: his steel plated skull. As Spider-Man keeps interfering, Hammerhead and Sable, who used to date, agree to team up and get rid of him. Spider-Man however manages to get the better of both of them, only to discover that the case containing the specs is empty.
Kingsley managed to fool everyone and get away with the chip. It doesn't take long however for the Rhino to find him at a parking garage, having been alerted of the situation by Doc Ock. Rhino doesn't like the idea of there being more of him, and tries to take the chip from Kingsley. Of course, everybody else shows up, with Hammerhead and Sable duking it out, and Spider-Man going for Rhino. Eventually though, Spider-Man realizes that Rhino doesn't want the specs leaking either, and proposes they partner up. Rhino agrees, and begins tearing the garage apart in order to get Hammerhead and Sable down to their level.
The chip changes hands a few more times, until the Rhino finally crushes it under his foot. He then promptly turns on Spider-Man. Sable and Hammerhead get out of dodge as the place begins to crumble. The garage collapses on Spider-Man and Rhino, who cleverly orchestrated the collapse in the first place. The police arrive and use knockout gas to subdue the Rhino, and Spider-Man climbs out of the rubble. Captain Stacy drops another subtle hint, telling Spider-Man that he tells his students that it never hurts to have somebody have their back.
Menken informs Kingsley over the phone that his bid cannot be refunded, as securing the merchandise was his responsibility. Menken then tells Norman Osborn that everything went according to plan. Osborn reveals that the chip was fake in the first place. Therefore, he now has half a billion dollars in an unmarked account, and the specs to use as he sees fit.
Peter shows up at Liz's place, very very late. Too late to go out, but Liz is glad that Peter at least showed up. Peter remarks that he doesn't deserve her, and Liz agrees, but says that they'll work on it. Peter leaves, thinking about how cool Gwen is, before correcting himself to Liz.
At the Bugle, Jameson still refuses to run Foswell's story on the auction, preferring instead to smear Spider-Man again for teaming up with the Rhino. Peter arrives and shows his pictures off, convincing Jameson to run the story.
This episode has examples of the following tropes:
- Abnormal Ammo: Silver Sable carries what amounts to a giant staple gun.
- Adaptational Villainy: Silver Sable is a mercenary in the comics, and thus sometimes comes into conflict with Spider-Man, but here she's the daughter of Silvermane and an outright villain.
- Batman Gambit: Instead of trying to claim the prize in a prolonged fight, Doc Ock tells Rhino what's going on and sets him loose to destroy the specs so he can be the only one.
- Car Fu: Hammerhead's driver does this on Silver Sable during the fight at the garage.
- Continuity Nod: Spider-Man notes that Rhino used the same trick he once used on Shocker.
- The Commissioner Gordon: Captain Stacy for Spider-Man. He not only helps the hero out by neutralizing Rhino, but he discreetly reveals to Spider-Man that he knows who's under the mask, and is willing to keep it secret.
- Dark Action Girl: Silver Sable.
- Decoy Protagonist: The episode opens with Black Cat attempting to steal the drive, suggesting to the viewer that she and Spidey will team up again. But, the second she's caught, she decides she wants no part of whatever the Big Man is planning and walks away. The episode then shows the real antagonists: the gang leaders fighting for control of NYC's criminal underworld.
- Dirty Coward: Roderick Kingsley runs screaming from the fight as soon as he can. But this is just a ploy.
- Easily Forgiven: Liz knew Petey would be late, but cuts him some slack anyway, even if they have to reschedule their date.
- Enemy Civil War: Starting from this episode, Tombstone, Doctor Octopus, and Silvermane begin battling against each other to be the premier crime boss of New York City.
- Enemy Mine: Spidey and Rhino briefly team up to destroy the specs. Once that's done, they can be enemies again, and Spidey knows it.
- Exact Words: When Foswell reveals to Peter (via the bug he planted at the meeting) where the gang leaders are likely heading, Peter says he'll go on ahead so he can get into position for pictures. While he's actually leaving to get into costume so Spider-Man can interfere if need be, he does take the opportunity to grab some pictures (which he gives Jameson at the end to make Foswell's story front-page news).
- Fastball Special: Rhino and Spider-Man of all people use this in the fight against Hammerhead and Sable.
- Going for the Big Scoop: This episode reveals Foswell to be this kind of reporter. While he's mainly a background character, here it's shown that he gathered enough evidence to put Silvermane behind bars for twelve years (and got a Pulitzer for his work), and has continued to do undercover work (as the low-ranking criminal "Patch") to try and bust other crime lords. Peter is visibly impressed.
If the show hadn't ended, we might've been able to see Foswell channel Lois Lane a few more times. - HA HA HA—No: Subverted. While Rhino does crack up at Spider-Man's proposal they team up to destroy the specs, he ultimately agrees.
- Know When to Fold 'Em: Upon being discovered just as she was about to steal the drive, and subsequently learning that the Big Man was one of the bidders, Black Cat wisely takes Hammerhead's "no harm, no foul" offer and walks away.
- Mob War: A gang war is looming and the different sides wanted the specs in order to gain a decisive advantage.
- Mood-Swinger: When at the auction, Roderick Kinglsey is very composed and even smug-looking. When we see him next, he's jumpy and high-strung. This is most likely a sign that, like in the comics he has a twin brother he's using as a body double.
- Oh, Crap!: Peter Parker looks like he's thinking this when Foswell reveals that the drive the gangs are bidding over contains the plans to recreate Rhino's armor, meaning whoever possesses it will potentially have an army of nigh-unstoppable soldiers.
- Pun: As a form of insult to injury, Hammerhead makes a few cat puns at Black Cat after catching her mid-theft. She seems mildly annoyed, but doesn't respond and simply leaves.
- Shout-Out: Spider-Man is shocked, SHOCKED that Rhino would turn on him.
- Tempting Fate: Spider-Man does this a couple times:
- Once when musing that he might make his date with Liz...yeah, no.
- Again when he reflects that at least Doc Ock didn't show up at the warehouse. Turns out, he's busy telling Rhino what's going on.
- The Reveal: Foswell is revealed to have infiltrated the criminal underworld as Patch, in hopes of reviving the investigation on the mysterious Big Man.
- This Is Gonna Suck: "Oh this is gonna hurt..."
- Uniqueness Value: Rhino's stake in this. He wants to be the only game in town and to avoid having any competition.
- Villainous Rescue: Unintentionally pulled by Rhino. When the fight for the drive starts going south for Spidey, Rhino shows up and makes it clear that he wants the drive destroyed (leading to his brief Enemy Mine with Spider-Man).
- Weaksauce Weakness: Captain Stacy is the one to neutralize Rhino by hitting him with knock-out gas. His armored skin might be indestructible, but he still needs to breathe.
- Xanatos Gambit: Norman Osborn is very good at this. By the end of the episode, he's the only real winner, revealed to have sold a fake Rhino armor specs drive and keep the real one for himself. Whether or not he uses it, or sells it, doesn't matter as long as he got paid from the auction.
- "You!" Exclamation: Roderick Kingsley when confronted by the Rhino. Then Rhino when confronted by Spider-Man.
