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Make a Wish is the second episode of season three. When Peter Parker is contemplating quitting being a superhero he is approached by a psychic named Madame Web who sends him on a mission to regain faith in what he does by sending him to meet a little girl named Maria Taina Elizando. However, things are complicated with the arrival of Doctor Octopus and his newest invention, the Octobot.


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At a Hardy Foundation complex, Doctor Octopus sneaks in through a vent. Anastasia Hardy introduces a crowd of people to a scientist named Michael Pingree. As Pingree addresses the crowd he shows them his new invention called the Argon Matrix Laser. Pingree demonstrates the Argon Matrix Laser and shows the crowd that it can melt artificial material but leave organic matter unaffected. Dr. Pigree tells the crowd that because the laser can be programmed to only affect certain types of material it can be used to save lives by only burning away tumors. However, the ground begins to shake and Doctor Octopus' mechanical arms burst through the floor. As Anastasia Hardy and J. Jonah Jameson rush out of the building Jameson tells Peter Parker to stay and get pictures. As Doctor Octopus grabs Dr. Pingree he also attempts to take the Argon Matrix Laser. However, Peter returns as Spider-Man. Doctor Octopus is able to grab Spider-Man and moves the laser of the Argon Matrix Laser closer to him. However, as the laser hits Spider-Man he is unharmed and the laser only cuts his costume. Spider-Man then remembers that Dr. Pingree had set the laser to only cut non-organic matter. Spider-Man then shoots a web line at the Argon Matrix Laser and turns it against Doctor Octopus and uses it to cut off two of his claws. Doctor Octopus then grabs Mary Jane Watson and throws her out of the way, but Spider-Man catches her and get mad at Doctor Octopus. As Doctor Octopus and Spider-Man fight they accidentally damage some of the equipment in the laboratory and it explodes. The two of them manage to get out of the laboratory in time but Doctor Octopus is able to escape. As Spider-Man watches the laboratory catch fire he wonders to himself how he could have been so irresponsible.

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Later that night at the Daily Bugle, Peter listens to Jonah and Joseph Robertson argue about Spider-Man. Jameson wants Spider-Man to pay for what he did to the laboratory but Robbie tells Jameson that Spider-Man was only trying to capture Doctor Octopus. Jameson asks Robbie if anyone hired him to do that, since he believes it is the job of the police, and he decides to use all his resources to ruin Spider-Man. Peter then gets frustrated at the fact that every time he tries to help somehow things always go wrong and decides to quit being Spider-Man. As Peter starts to walk away Robbie runs up to him and asks if he will he seeing Spider-Man anytime soon. Peter replies that if he were Spider-Man he wouldn't show his face in New York City again. Robbie then hands Peter a letter and says it is from the parents of a little girl named Maria Taina Elizando who is a big Spider-Man fan. As Peter reads the letter he decided that he doesn't need fan mail because of what he is going through and puts the letter in a filing cabinet.

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As Peter walks out of the Daily Bugle he walks down the street and enters an alley. Peter then thinks to himself that his life as Spider-Man is now over and his life will now be perfect. However, Peter hears a disembodied voice ask him who said things were perfect. As Peter demands to know who is talking to him the wind blows a piece of paper in his face. As Peter looks at the Paper he sees it a flyer for a fortune teller named Madame Web. Madame Web then reveals that she knows that he is Spider-Man. Peter tries to convince Madame Web that he isn't Spider-Man. However, Madame Web tells Peter that he is a terrible liar. A cloud of purple smoke then surrounds Peter and as he walks out of it he sees that his Spider-Man costume has magically gotten on him. He is then teleported to Madame Web's parlor. Spider-Man then demands that Madame Web answer some questions. Madame Web then tells Spider-Man that she is about to start training him for a mission. Despite Spider-Man's frustration Madame Web tells Spider-Man that he must believe in her. Madame Web then gives Spider-Man a cryptic message saying that he must have the faith of a child. Spider-Man demands more answers but Madame Web vanishes. The letter Joseph Robertson then magically appears in Spider-Man's hand and he realizes that Madame Web wants him to visit the little girl.

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A short while later Spider-Man goes to Maria's house and crawls into her bedroom and introduces himself to her. Maria is excited to see Spider-Man and she tells him that she is his biggest fan. Maria then tells Spider-Man to call her Taina and that only her mother calls her Maria. Taina then grabs a scrapbook from under her bed and shows Spider-Man that she collects pictures of him that she cuts out of Daily Bugle newspapers. Spider-Man then starts to tell Taina how he got his powers.

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Meanwhile at Crime Central, Doctor Octopus shows Kingpin his new invention, the Octobot which has four metallic arms similar to the one's welded to his spine. Doctor Octopus tells Kingpin that the Octobot is very strong and he is able to control it by his thoughts. Doctor Octopus then places a Spider Seeker on the Octobot and tells Kingpin that the Spider Seeker will lead the Octobot to Spider-Man and it will kill him.

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At that moment back in Taina's room Spider-Man continues to tell Taina about how he became Spider-Man. Spider-Man tells Taina about how he let his Uncle Ben die and then tells her that he has recently messed up even more by letting Doctor Octopus destroy the Hardy Foundation Medical Lab. Taina tells Spider-Man to be more careful next time. However, Spider-Man tells Taina that there won't be a next time because he is going to quit being Spider-Man. Taina is upset by this and tries to convince Spider-Man to not give up. Spider-Man then starts to go out the window and tells Taina that he need some air. However, Taina convinces Spider-Man to take her with him.

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However, as Spider-Man and Taina start swinging through the city Spider Seekers are released from Crime Central and they track Spider-Man. From the ground Doctor Octopus follows Spider-Man in an armored vehicle. When Doctor Octopus catches up with them he releases the Octobot. While on the foor of a nearby building Spider-Man demonstrates his spider agility for Taina. However, as Spider-Man is doing this his spider sense starts to tingle and tells Taina to hide. As Taina takes cover Spider-Man is captured by the Octobot. Doctor Octopus then comes onto the roof and mentions that the Octobot is controlled by his thoughts.

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Spider-Man then makes Doctor Octopus angry which causes Doc Ock to not focus on controlling the Octobot. As Spider-Man breaks free of the Octobot's grasp he attacks Doctor Octopus. However, Doctor Octopus releases sleeping gas from the claw of his mechanical arm which knocks Spider-Man out. As Doctor Octopus captures Spider-Man, Taina watches in terror.


Actor Role
Christopher Daniel Barnes Spider-Man / Peter Parker
Stephanie Eustase Maria Taina Elizando
Efrem Zimbalist Jr. Doctor Octopus / Otto Octavius
Joan Lee Madame Web
Dimitra Arliss Anastasia Hardy
Ed Asner J. Jonah Jameson
Sara Ballantine Mary Jane Watson
Rodney Saulsberry Joseph Robertson
Scott Cleverdon Michael Pingree
Roscoe Lee Browne Kingpin / Wilson Fisk
Marla Rubinoff Liz Allen
Patrick Labyorteaux Flash Thompson
Michael Rye Farley Stillwell
Linda Gary May Parker
Bob Richardson Bernard O'Brien



  • Manhattan
  • Queens



  • When Doctor Octopus interrupts the showing of the Argon Matrix Laser, Anastasia Hardy says "Not him again." This is a reference to Doctor Octopus: Armed and Dangerous. In that episode Doc Ock kidnapped Felicia Hardy and held her for ransom.
  • Madame Web was briefly introduced at the end of the last episode, Doctor Strange.


  • This episode and Attack of the Octobot are based on a combination of two different storylines from The Amazing Spider-Man comics which are The Amazing Spider-Man #55 - 56 (December, 1967 - January, 1968) and The Amazing Spider-Man #248 (January, 1984).
  • In the story arc Doc Ock Wins, which ran through The Amazing Spider-Man #55 - 56, Doctor Octopus uses a device on Spider-Man which causes him to lose his memory and tricked Spider-Man into becoming a criminal.
  • In The Amazing Spider-Man #248, which is titled The Kid Who Collects Spider-Man!, Spider-Man visits a young boy named Timmy Harrison who idolizes him. At the end of the story Spider-Man reveals to Timmy his secret identity and you learn that Timmy is dying of leukemia and only has a few weeks left to live.
  • The title of this episode is a reference to the Make-A-Wish Foundation.
  • This episode and Attack of the Octobot were originally supposed to be set during Christmas. However, deadlines for Spider-Man: The Animated Series were usually pretty tight which added additional pressure to get the episode aired on time. Because of this John Semper Jr. decided not to make this a Christmas episode.
  • Avi Arad did not want Madame Web to be in Spider-Man: The Animated Series because he was afraid his company, Toy Biz, would not be able to make an action figure of her. However, John Semper Jr. wanted to use Madame Web for a big storyline he was planning. Eventually Jemper convinced Arad to let him introduce Madame Web in this episode.
  • John Semper actually created Madame Web with Joan Lee in mind and dispite the protestations of Avi Arad, who felt that the character was pointless. Semper posted on his Facebook page "I knew she [Joan Lee] could capture perfectly the husky, haughty, almost arrogant attitude I wanted for Madame Web. And of course, she had that wonderful British accent!"
  • After Spider-Man's first meeting with Madame Web he jokingly asks if he took a trip through the Twilight Zone. The Twilight Zone is a television series that aired from 1959 to 1964. The Twilight Zone was an anthology series that presented tales of the supernatural that were often tinged with social commentary.

Left: Poster in Taina's room
Right: Spider-Man movie poster

  • One of the posters in Taina's bed room resembles a poster that would be used years later for the first Spider-Man movie that was released in 2002.
  • During the episode Taina mentions a friend of hers named Timmy. This is a reference to Timmy Harrison from The Kid Who Collects Spider-Man!.
  • Taina also tells Spider-Man that Timmy told her that Spider-Man was from a dying planet and that his parents sent him to Earth in a spaceship. This is an obvious reference to the origin of Superman.
  • Elliot S. Maggin, one of the writers of this episode, was known for his work on several Superman comic books.
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  • While the Octobot is in Crime Central it crushes a bust of Julius Caesar. Julius Caesar was a Roman politician, general, and notable author of Latin prose. He played a critical role in the events that led to the demise of the Roman Empire. Julius Caesar is probably best remembered for his assassination at the hands of Marcus Junius Brutus which was later made into a play by William Shakespeare.
  • During the episode Spider-Man tells Taina that his artificial webbing dissolves in about an hour just like real spider webs. This is actually not true. If left undisturbed spider webs can remain for several years. These old spider webs are also known as cobwebs.
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  • The television series that Spider-Man is in during the flashbacks of his origin is called It's Amazing. It's Amazing appears to be based on a real life TV show called That's Incredible which ran from 1980 to 1984 on ABC. The show was hosted by John Davidson, Cathy Lee Crosby, and Frank Tarkenton. That's Incredible featured people performing stunts and reenactments of allegedly paranormal events. It's Incredible also featured people with unusual talents.
  • It's Amazing is also probably a reference to the comic book series, The Amazing Spider-Man.
  • It is implied, though never directly stated, that Taina is dying of leukemia just like Timmy Harrison.
  • In Make a Wish, Taina tells Spider-Man that she "wants to go web swinging before" and Spider-Man cuts her off before she can presumably say die.
  • In Attack of the Octobot a sign that says Wish Come True Foundation for Terminally Ill Children is shown and it is implied that Taina's bedroom is in this building.
  • When Spider-Man and Taina are web swinging at the top of the Empire State Building, Taina says that she is one hundred stories high. The Empire State Building is actually 102 stories tall.
  • Toward the end of the episode Spider-Man calls the Octobot, Doctor Octopus' second stringer. Second stringers in sports are players that substitute for the starting players.

Episode review

A review by Amazing Spidey from Marvel Animation Age

This episode was basically one adapted straight from 2 different comics, Amazing Fantasy #15, Spider-Man's origin story, and The Kid Who Collects Spider-Man. The sad fact is, it's nowhere near as good as either of these comics.

The main problem with the episode is that it's all been seen before. His origin had been shown in a shortened version in a few previous episodes, there wasn't really any need to see an extended version of it. The other problem was that the little girl whom he was telling his story to was incredibly annoying. The episode doesn't live up to either comic it was adapting.

The rest of the plot was pretty generic stuff, but it had some damn nice animation. Nothing of the quality of the first series, but it was good all the same. Dr. Octopus appearance was pretty much wasted, as once again, he's shown as a lackey for the Kingpin. Kingpin's appearance here wasn't necessary at all. This was the first episode to waste Doc Ock. Unfortunately, it wouldn't be the last. Gone was the disgruntled scientist, he was now a generic supervillain, with a really silly design.

This episode also introduces Madame Web, who was constantly training him for some giant battle, and irritated legions of Spidey fans while she was at it, as she always had to point him in the right direction, making Spidey come off as a dumb ass more often than not. Joan Lee managed to make this character sound as annoying as Ms. Forbes, the woman she played over in Fantastic Four. This version of Madame Web was simply too arrogant to be likable.

It was better than it's conclusion, but both were stories that didn't really need to be told.


"Fools! You are applauding the wrong person!"

-Doctor Octopus

(Peter feels the ground shake.)

"I have a feeling this isn't going to be termites."

-Peter Parker

"We've gotta get out of here! Not you, Parker! You stay and get pictures!"

"I'm staying, alright. But I might be to busy to take pictures."

-J. Jonah Jameson & Peter Parker

"Sorry, Ock! This time your reach exceeds your grasp!"


"This laser will heal one problem I've had for much to long. . . the scourge of Spider-Man."

-Doctor Octopus

"Well, what do you know. I forgot that it was set so it wouldn't cut organic matter. Too bad Doc Ock's tentacles are inorganic!"


"Ock, you've really made me mad. Your not getting away! Not this time!"


"That's the medical lab! If they damage any of the research material in there, it'll take years to replace! Why couldn't Spider-Man just let Octavius escape?"

"Because Spider-Man's a glory hog who never thinks of the consequences of what he's doing!"

- Anastasia Hardy & J. Jonah Jameson

"No! It's going to explode!"

"Great. Now I have to save this clown and myself."

-Doctor Octopus & Spider-Man

"How does this always happen. I mean well but in the process I mess up everything. The world needs Spider-Man about as much as I need him. I'm through! I quit!"

-Peter Parker

"At last. This is it. My life as Spider-Man is over. All I need is a superhero retirement pension and everything would be perfect."

"My dear boy."


"Who said that everything was supposed to be perfect?"

"Who said that!"

"I did."

"Who's there? Who are you?"

"Isn't the real question who are you? Ha ha ha ha."

"What's this some phony fortune teller?"

"Phony! Ha. You are the phony."

"How did you know what I was thinking?"

"I know much more than your true thoughts, Spider-Man."

"I'm not Spider-Man."

"You are a terrible liar! Please don't waste my time."


"I am not your enemy, Peter Parker, you are. Isn't it strange that with all the power you have you've hurt so many of those close to you. Your Uncle Ben, Felicia Hardy, Mary Jane."

"How do you know about them?"

"Come see me. Find out. Ha ha ha ha."

"My costume. How'd it get on me? Good going, Spidey, you walked right into a trap!"

"You are wrong, Mr. Parker. As usual."

-Peter Parker & Madame Web

"You are about to embark on a period of training for a mission I will soon require of you."

"The only thing I'm embarking on is a trip outta here."

"Parker! This is one situation you cannot crawl away from. In order to succeed in this mission, you must first over come the self pity that threatens to end your career."

"What do you need me for? You obviously have powers of your own!"

"Powers are nothing. More important is your tendency to question yourself. That is an interesting quality, tedious but interesting."

-Madame Web & Spider-Man

(Madame Web hands Spider-Man a tarot card.)

"This is your card."

"No thanks. I'm not what you'd call a believer."

(Spider-Man puts the tarot card down but it flies back into his hand.)

"Not so easy, is it? It is telling you that you must believe in me, and you must have the faith of a child."

-Madame Web & Spider-Man

"Did I just take a trip through the Twilight Zone or what? This kind of weird stuff is why I'm quitting. Hey, it's that letter Robbie gave me. How did it get here? Madame Web did say something about the faith of a child."


"There, Spider-Man. This is your best picture ever."

"Thank you, Maria Taina Elizando."

"Who, who's there?"

"Just your friendly neighborhood Spider-Man."

"Spider-Man! Is this a dream?"

"No. I'm really here, just as your parents asked for in their letter."

"They what? Wow it really is you. Can you do something for me, please?"

"Sure, Maria. What is it?"

"Don't call me Maria. Only my mom calls me Maria. Everybody else calls me Taina."

"Okay, Taina. So now that I'm here what did you want to tell me?"

"That I'm your greatest fan ever. And I wanted to show you this, my Spider-Man collection. Look, I even have the first story the Bugle ever ran about you."

"You didn't believe it, did you?"

"Na, they say a lot of silly things in there. But the pictures are good, like this one by that Peter Parker guy? Do you know him?"

"Sometimes too well."

"I cut out this ad from when you were on TV."

"Oh this takes me back. That's when I thought I could use my powers to make lots of money."

"Where did you get your powers? Timmy said your from a dying planet and your parents sent you here in a little spaceship."

"I think Timmy has he confused with someone else."

-Taina Elizando & Spider-Man

"The long and irritating saga of Spider-Man is about to end. He will meet defeat at the hands of my new Octobot. It's arms are powerful, agile, and controlled by my very thoughts. Two octopi for the price of one."

-Doctor Octopus

"Somehow when that radioactive spider bit me, it must've transferred its powers to me. I gained a whole new equilibrium, the agility of spider, the strength, too. And a spider's craving for dark corners and new heights."



"Is that all you have to say?"

"I shall reserve further judgment until I see results."

"And you shall see them soon! With the spider seeker to guide it, my Octobot will find and crush Spider-Man and anything else in its way!"

-Kingpin & Doctor Octopus

"I've never forgiven myself for letting my Uncle Ben down."

"I had no idea."

"And now, I've done something just as bad. You heard about that medical building?"

"That was an accident. You'll be more careful next time."

"There won't be a next time, Taina. I'm not going to be Spider-Man anymore."

"No! You can't quit! Just be more careful. You can do that. You can do anything!"

"I wish I could do anything. Like rebuild the medical center. Or cure people's diseases."

"I wish you could, too, but you can't quit just because you did one bad thing. You never quit, that's why your my hero."

"It's the hard choices I'm always having to make. I just can't handle it anymore."

"Your not going now, are you?"

"No, I just need to clear my head. Do some web slinging."

"Not without me your not!"

"No. Taina, I couldn't."

"Please? Just once I'd like to see the world like you see it. Just once before. . ."

"Alright. I suppose it won't hurt for you to come along on a quick trip. But you have to dress warmly."


-Spider-Man & Taina Elizando

"Now, my pet, go to your prey."

-Doctor Octopus

"Ock's tentacles moving by themselves!"

-Spider-Man after seeing the Octobot

"Do you like my newest design, Spider-Man? Octonomous telepathic tentacles. I call it the Octobot."

"What's the matter, Ock? Afraid to face me alone? You had to call in second stringers?"

"You brought a little friend. Where is she?"

"Lets just make this one on one, okay."

"Delighted. Crush him."

(The Octobot starts to crush Spider-Man.)

"Did he say telepathic! As in controlled by his thoughts! It's too much for me, doc! Did you steal this from Pingree, too?"

"Pingree? He had nothing to do with this! Nothing!"

"It's working. He's losing his concentration. Their loosening."

"Nobody gives me my due!"

(Spider-Man breaks free from the Octobot.)

"I'll give you your due!"

(Spider-Man attacks Doctor Octopus.)

"You never learn, do you?"

"On the contrary. I've learned a great deal from our encounters."

(Doctor Octopus releases sleeping gas and Spider-Man passes out.)

"Sleep well, Spider-Man. It's your reward for underestimating my power. This time, you lose."

-Doctor Octopus & Spider-Man

(Taina sees that Spider-Man is captured by Doctor Octopus.)

"Spider-Man! Oh no!"

-Taina Elizando