As Hobgoblin throws his pumpkin bomb into the alley it explodes. However, instead of killing Spider-Man and Wolverine the force of the explosion pushes them back. Wolverine quickly gets up and walks over to Spider-Man grabs him by his shirt and demands to know where Beast is. However, Spider-Man answers that he doesn't know and breaks free from Wolverine's grip. As Wolverine charges at him Spider-Man fires webbing at his legs. However, Wolverine uses his adamantium claws to cut himself free. However, Hobgoblin (who is on his glider floating above them) gets their attention and takes a pumpkin bomb out of his bag and prepares to throw it. However, Spider-Man shoots his webbing at Hobgoblin's hand which causes the bomb to stick to him. Hobgoblin frantically flies away and Wolverine tackles Spider-Man to the ground. As Hobgoblin flies through the air he uses his razor bat to cut himself free from the bomb. Hobgoblin then spots a security camera on a building and crushes it with his glider to get Herbert Landon's attention. Hobgoblin's plan works and Landon sees Spider-Man and Wolverine on a security monitor and activates a missile defense system. As the missiles launch Spider-Man grabs Wolverine and web swings to safety. As Spider-Man tries to look at Wolverine's wounds Wolverine stops him and says that he heals really fast. Once again Wolverine asks where Beast is but Spider-Man replies that he doesn't know. In the sky Hobgoblin watches them and says that with both of them distracted he can collect what Landon owes him and flies off. As Wolverine asks who the guy in the Halloween costume is Spider-Man tells him that his name is the Hobgoblin and that he said that Herbert Landon has a secret agenda to kill all mutants. Wolverine then says that he's going to find out what Landon is up to and orders Spider-Man to go with him and says that if Spider-Man is lying he's dead and extends his claws from out of his hand.
Inside the Brand Corporation, Landon learns from his security team that Spider-Man and Wolverine were able to get away. Landon orders his security to find them and angrily walks off. Beast then turns to Genevieve and asks why she is helping Landon. Genevieve answers that he is helping Landon because he wants to eliminate the mutant condition and the suffering they must endure. However, Beast says that Landon wants to eliminate mutants not the mutant condition. Genevieve replies that if mutants don't exist then they can't suffer and that maybe it's the only way. Genevieve continues to say that Beast at one time must have thought the same thing because the formula is based on his early work. Beast then remembers to when he was younger and was filled with anger and wanted to create a cure for his mutation but reveals to Genevieve that being a mutant has actually brought joy to his life. Genevieve protests that there is nothing good about being a mutant and storms out of the room.
As two guards patrol the hall ways of the Brand Corporation, Wolverine smashed through the ceiling and takes out the guards. He is soon joined by Spider-Man. More guards arrive and Spider-Man and Wolverine run off. In another room Hobgoblin spots Spider-Man and Wolverine on a security monitor. Hobgoblin then sees a giant computer containing all of Landon's mutant genetic research and downloads the files to a disc and places a virus onto the computer which deletes all of Landon's research. Hobgoblin then flies off on his glider. In another part of the Brand Corporation, Spider-Man and Wolverine are attacked by more guard but they are easily defeated.
Back at the laboratory Landon is getting ready to lower Beast into the formula but is notified by security that Wolverine and Spider-Man are heading his way. Landon then orders his men to stop them. As Wolverine and Spider-Man run into a room they lock the door so that security is unable to get to them. Spider-Man notices that Wolverine has led them into a room with only one exit and berates him for it. However, Wolverine uses his claws to slice through the wall. Knowing that Spider-Man and Wolverine are getting closer to them Landon tells Genevieve that they must leave immediately. As Landon walks out Genevieve apologizes to Beast. As Wolverine finishes making the hole in the wall he goes through it. However, some guards manage to blow the door down and the big metal door lands on top of Spider-Man. As the guards prepare to kill Spider-Man, Spider-Man picks the door up and throws it on top of the guards.
Wolverine and Spider-Man then go through the hole in the wall Wolverine made and end up in the laboratory. Landon orders his guards to stop Wolverine before he ruins his experiment. However, Wolverine is easily able to defeat the guards. Wolverine then grabs Landon by his jacket and throws him on the ground. Wolverine then jumps up to the cage to free Beast. However, as Wolverine touches the bars of the cage they electrocute him and as Wolverine begins to fall toward the pool of chemicals that Landon created. Beast manages to catch Wolverine in time but struggles to keep hold of him. At that moment Spider-Man secretly gets into the lab by crawling on the wall. To kill both Beast and Wolverine, Landon flips a switch on a control panel and the cage begins to lower toward the chemical pool. Although Spider-Man leaps over to the control panel and stops it. Just then a hole is blown in the ceiling and Hobgoblin flies in on his glider and throws a pumpkin bomb into the room and it explodes. Landon then picks up a gun and begins to shoot at Hobgoblin. Landon accidentally hits a cable suspending the cage with Beast and Wolverine and it starts to break. Just in time Spider-Man is able to leap over and grab the cable before the cage can fall into the chemicals.
At that moment Lewald reports to Kingpin and tells him what is happening in the lab. As Kingpin asks about the mutant army Landon promised him Lewald answers that he believed that Landon never intended to create a mutant army. Kingpin then orders Lewald the evacuate the building because he no longer has any need for a spy. Alistair Smythe mentions to Kingpin that he warned him not to trust Landon. Kingpin grabs Smythe's hover chair and warns him to keep quite or else he will take out his frustration on him.
Back at the lab Landon continues to try and shoot down Hobgoblin. Hobgoblin then attempts to extort money from Landon so that he can get his research back. Landon manages to shoot the glider and Hobgoblin looses control and hits the cage with his glider. As the cage rocks back and fourth Beast looses his grip on Wolverine. However, Beast is able to grab Wolverine's hand before he falls into the chemicals.
As Landon catches up with Hobgoblin on a walkway suspended above the ground he holds him at gunpoint. However, Hobgoblin pulls out a pumpkin bomb and says that if Landon kills him will destroy all his research in the process. As Landon lowers his gun Hobgoblin kicks him to the ground and gets on his glider and flies off. However, Landon grabs hold of the glider. As Hobgoblin flies over the vat of chemicals he drops the disc and without thinking Landon lets go of the glider to grab it and falls in to the pool of chemicals. Hobgoblin then sees Spider-Man hanging onto the cage and is about to kill him. However, Genevieve shoots at Hobgoblin and calls him an animal. Hobgoblin then realizes that there is no profit to be made from Landon and flies off. Wolverine then starts to swing back and fourth. As Wolverine builds up enough momentum he and Beast over shoot the vat of chemicals and land safely on the ground. As Wolverine asks what the chemicals are Beast answers that it is the end result of a plot to destroy all mutants. Genevieve then runs up to them and says that they must get Landon out of the chemicals. However, Landon is able to get out on his own. To the surprise of everyone Landon transforms into a green mutant monster. Genevieve begs them to cure Landon. However, Beast tells her that they can not. The monster that was once Herbert Landon then walks over to a computer and absorbs it's electrical energy. The creature then grabs Genevieve and Wolverine attempts to save her. However, Landon picks Wolverine up and throws him across the room. Landon then absorbs more electrical energy and in the process grows bigger. He then makes a hole in the wall and makes his way into New York City. As Spider-Man looks at the creature he says to himself that turning into a mutated thing is his worst fear and that now he must stop it. Beat says that the creature is in pain and that only electrical energy can ease it. Spider-Man also notes that unless they stop it Landon will drain all the power in New York City.
As Landon reaches into the sewer he rips out some wires and absorbs the electricity and grows even bigger. J3 Communications reports on this and the news report is picked up by Professor X at the Xavier Mansion and sends the X-Men to fight it.
As the creature grabs a J3 helicopter Rogue flies out of the Black Bird and grabs it from Landon and places it on the ground. However, Landon hit Rogue which sends her flying into the side of a building. As she begins to fall to the ground Spider-Man swings by and grabs her. As Spider-Man swings her to safety Rogue flirts with Spider-Man. As they reach the ground Spider-Man, Beast, and Wolverine meet up with the other X-Men. Beast then explains that Landon was using electricity to destroy mutant cells and that he now needs electricity to stay alive. Spider-Man suggests that by using an antenna adjusted to the correct frequency they could shut off the energy in the creatures own body. Best exclaims that they have the equipment in the Blackbird and the two of them go on board to get it.
As they get in the air Spider-Man tells the X-Men to set the antenna at the correct frequency. While they are doing this Storm, Jubliee, and Gambit attack Landon from the ground. As they attack Landon he lets go of Genevieve and she falls but is caught by Gambit who gets her to safety. Rogue then flies out of the Blackbird and wraps a wire around Landon and the Blackbird pulls him into the air. As they turn on the antenna it begins to drain Landon's energy. However, Landon in his mutant form is too heavy and stars to fall which also pulls the Blackbird toward the ground. However, Genevieve reveals that she is a mutant and uses her telepathic powers to slowly lower Landon and the Blackbird to the ground. With all his energy drained Landon turns back into a human. However, half of Landon's body is still mutated. As Beast walks up he thanks Genevieve for saving them and for accepting that she is a mutant. Beast tells Spider-Man that she is telekinetic and Spider-Man realizes that she is the one that held the crumbling roof of the convention center up long enough for him to get away. Genevieve says that she is a mutant and that she went to work at the Brand Corporation in hopes that Landon had actually found a cure. Geniveve calls herself a monster but Beast responds that she is no monster and that he will introduce her to Professor Xavier. Cyclops then approaches Spider-Man and apologizes for getting off to such a rocky start. The other X-Men then tell Spider-Man that it was nice working with him. Wolverine also says that no matter what problems he's problems he has or what mistakes he's made he doesn't have to carry the load by himself and that he has friends that can hep him. As the X-Men fly away in the Black Bird, Spider-Man sees a Daily Bugle news paper that says Mariah Crawford is back in town.
Later that night Spider-Man goes to the Hardy Foundation to see Dr. Crawford. Mariah Crawford tells Spider-Man that she must leave for Africa and asks why it took him so long for him to call her for help. Spider-Man answers that he had to be reminded that when he is in trouble he is not alone and that he needs to turn to his friends.
|Christopher Daniel Barnes||Spider-Man / Peter Parker|
|Cathal J. Dodd||Wolverine / Logan|
Hobgoblin computer virus
|David Warner||Herbert Landon|
|George Buza||Beast / Hank McCoy|
|Roscoe Lee Browne||Kingpin / Wilson Fisk|
|Maxwell Caulfield||Alistair Smythe|
|Cedric Smith||Professor X / Charles Xavier|
|Norm Spencer||Cyclops / Scott Summers|
|Alison Sealy-Smith||Storm / Ororo Munroe|
|Alyson Court||Jubilee / Jubilation Lee|
|Chris Potter||Gambit / Remy LeBeau|
|Susan Beaubian||Mariah Crawford|
|John F. Beard||Newscaster|
- Salem Center
- Africa (Mentioned only)
- Goblin Glider
- Pumpkin bomb
- Adamantium claws
- Razor bat
- Hobgoblin computer virus
- Landon's formula
- Smythe's hover chair
- Professor Xavier's hover chair
- Cyclops visor
- Gambit's playing cards
- Daily Bugle newspaper
- This episode picks up directly where The Mutant Agenda left off.
- When Spider-Man looks at the Daily Bugle newspaper a picture of Spider-Man fighting Kraven the Hunter in a jungle setting is on the front page. This photo must have been taken during the finale of episode Kraven the Hunter where Spider-Man fought Kraven at the Central Park Zoo. This is the only time that photo could have been taken because at the end of the episode Kraven was cured of the effects of the serum and regained his sanity.
- This two part episode is based off a three part mini-series called Spider-Man: The Mutant Agenda which was published between March, 1994 and May, 1994.
- The Mutant Agenda was also the very first newspaper strip. Issue 0 of the series was empty and you had to cut out comic strips from the newspaper and glue them in to complete the story. Issue 0, when complete, contained the same story as Spider-Man: The Mutant Agenda #1-3.
- John Semper Jr. had the X-Men guest-star in this two part episode as a way to get higher ratings for Spider-Man: The Animated Series.
- Both The Mutant Agenda and Mutants' Revenge were far more expensive to make because the cast of X-Men: The Animated Series had to be transported from Canada, where X-Men: The Animated Series was produced, to Los Angeles, where Spider-Man: The Animated Series was produced.
- Michael Edens also wrote ten episodes of X-Men: The Animated Series from 1993 to 1995.
- Francis Moss and Ted Pedersen wrote two scripts for X-Men: The Animated Series, Red Dawn in 1993, and The Lotus and the Steel in 1996.
- After learning Wolverine has mutant healing powers Spider-Man says "Mutant heal thyself. I'm impressed." This is a paraphrased version of Luke 4:23 from the Bible which reads "Physician, heal thyself."
- Early in the episode both Spider-Man and Wolverine call Hobgoblin a clown which could be a reference to Mark Hamill's role as the Joker in Batman: The Animated Series.
- This episode features a brief look at Beast's human form before he grew blue fur. This is the only episode to feature Hank McCoy's original human body in either X-Men: The Animated Series or Spider-Man: The Animated Series (excluding a brief cameo of Beast in his original costume in some of the X-Men episodes in which he wore a mask).
- During the episode Beast says "Methinks the lady doth protest too much" which is a quote from the play Hamlet which was written by William Shakespeare sometime between 1599 and 1602.
- When Wolverine is cutting through the wall with his claws the slice marks on the wall are in the shape of an x.
- The X-Men theme song plays for the first time in this episode when Wolverine and Spider-Man break into Landon's laboratory.
- When Wolverine sees Beast in a cage Beast tells Wolverine "I am only a bird in a gilded cage." This line references a song of the same name which was composed by Arthur J. Lamb and Harry Von Tilzer. The song, A Bird in a Gilded Cage, was one of the most popular songs of 1900.
- It is unknown if the chemical would have killed Wolverine due to his healing factor.
- Spider-Man at one point calls Herbert Landon, Dr. Frankenstein. Oddly enough Dr. Frankenstein in Marry Shelley's novel, Frankenstein, created a monster while here Herbert Landon is attempting to kill the monsters (mutants).
- At the climax of the episode, Spider-Man says they have to get the antenna to the right frequency, at 28 micro Farad. But frequency is never measured in Farad, but Hertz.
- For unknown reasons Jean Grey was left out of the final battle where Spider-Man and the X-Men fight Landon. When the X-Men arrive to help Spider-Man and Beast fight the mutated Herbert Landon, Jean Grey is with them. Jean can be seen for a few seconds when the X-Men first arrive. However, in the next shot when the X-Men talk about how to stop Landon, Jean is missing and never seen again.
- The reason Jean Grey was left out may have been because her powers were too similar to Genevieve's powers. Had Jean appeared in this episode there would have been no need for Genevieve's subplot in which she eventually accepts being a mutant and uses her powers to save the X-Men.
- Catherine Disher was listed in the credits even though she wasn't in the episode.
A review by Amazing Spidey from Marvel Animation Age
Following from where part 1 started, we have Spidey and Wolverine fighting in the alley, and Hobgoblin gleefully watching them. Given how there was a strict policy against violence (in an action cartoon. Will BS and P ever learn?), some of the fight scenes in the earlier episode weren't too bad, but by the time season 4 started, most of the fights were nothing more than a waste of time in some episodes.
The story quickly moved into Spider-Man/Wolverine team up mode, which was actually one of the better team ups the show produced. The chemistry was there, as was the unease and dis trust. My favorite X-Man and Spidey in one episode, who would have thought it possible? Whilst the rest of them, X-Men, besides Beast, don't really do a whole lot in this episode, I don't really care, because the Wolverine/Spider-Man stuff was pure gold. Especially the "you sure showed him/shut up you puny little geek!" line.
It's worth pointing out that FOX decided to bring all of the X-Men voice actors from Canada over to L.A. to record their voices, to their credit. Which was great because Cal Dodd is Wolverine, even up to a Kevin Conroy is Batman standard. Several people have had the role since, but it's still his by divine right, which is something, especially as one of the newer Wolverines includes the incredibly talented Mark Hamill. None of the other , non-Australian (Canadian? what's the difference?!) have been too bad in the role, but Dodd owns it. This man is Wolverine's voice.
As for the climax, Landon turning into the monster creature thing was a little too weird for me, especially as he became too much like King Kong. It didn't ruin the story, I just felt that the only animated team up in this continuity between Spider-Man and The X-Men should've had a better villain. Definitely one of Spidey's best team ups, and a great episode for fans of either show.
"I'm tired of bein' diplomatic! What have you done with Beast?"
"I don't know what your talking about! Aren't you at all interested in that clown that just threw a bomb at us? I don't have time for games Wolverine."
"Good. Cause I ain't playin' any!"
- -Wolverine & Spider-Man
"Blast that mutant scum into oblivion!"
- -Herbert Landon
"Come on! We'll finish our tap dance somewhere else.'
- -Spider-Man as he saves Wolverine from the missiles
"Let me see where you got hit."
"Don't bother. I heal real quick."
"Mutant heal thyself. I'm impressed."
"I'm not here to impress you. Wheres Beast!"
"I told you I don't know. I haven't seen him since last night when he told me about this place."
"So, what's with that clown in the Halloween costume?"
"He claims Landon has a secret agenda to destroy all mutants."
"I'm gonna find out for myself, and your comin' with me. If your lyin' your fillet spider, pal."
"I get the picture Wolvie, but have you ever thought about seeing a manicurist about those things?"
- -Spider-Man & Wolverine
"Why are you helping this madman?"
"Mr. Landon's not mad. He wants to eliminate the mutant condition. The suffering they must endure."
"No he wants to eliminate mutants."
"If they don't exist then they can't suffer. Maybe it's the only way. You must have thought so too once. Everything he's done is based on your early work."
"My early work. Yes, once I was filled with much self-loathing. I wanted to eliminate my mutancy more then anything. Remembering that I once felt that way has for years been my darkest secret. I was wrong. Being a mutant has brought great joy into my life."
"No! There's nothing good about being a mutant! Mutants are freaks!"
"Methinks the lady doth protest too much."
- -Beast & Genevieve
"Subtleties not your strong point is it?"
"Hey, can't even spell the word."
"Your the one with the nose. Where to next?"
(Wolverine smells the air.)
"What I smell is trouble!"
(Two guards charge at Wolverine and Spider-Man.)
- -Spider-Man & Wolverine
"Nice treat. Now time for the trick."
"Oh, I'm such a bad hacker. Bad, bad, bad, bad, bad. . ."
"Nice moves kid."
"Well your not to bad yourself for an old guy."
- -Wolverine & Spider-Man
"Don't hang around waitin' for us."
- -Wolverine to two guards hanging from a girder on the ceiling
"The chemicals are at just the right temperature. It's time to begin Genevieve."
"Are you sure were doing the right thing?"
"This is no time for second thoughts. Mutants are a curse on the human race."
"To be a mutant is to be cursed."
- -Herbert Landon & Genevieve
"Nice tracking Wolvie. Only problem is there's no exit."
"Then I'll just have to make one."
(Wolverine starts cutting through the wall with his adamantium claws.)
- -Spider-Man & Wolverine
"I'm sorry. It's not my fault."
"We each bear responsibility for the fate of our brothers and sisters. This is not the way I would have chosen to leave my mark on the world of science."
- -Genevieve & Beast
"Yup, claws are definitely more fun then doors."
- -Spider-Man after seeing Wolverine cut a hole into a wall with his claws
"Next time don't barge in without knocking."
- -Spider-Man after throwing a door on top of some guards
"What is this? A mutant cook off!"
"I am only a bird in a gilded cage."
"Then it's time to fly the coop."
- -Wolverine & Beast
"Perfect. Two mutants with one stone."
(Landon begins to lower Beast and Wolverine toward the chemicals.)
(Spider-Man leaps over and stops the machine that is lowering them into the chemicals.)
"A a a. Back off Frankenstein!"
- -Herbert Landon & Spider-Man
"Hey Beast. You need a hand?"
"I would not be adversed to some assistance!"
- -Spider-Man & Beast (while Beast is hanging onto Wolverine who is hanging over the pool of chemicals)
"Spider-Man! Keep us still or Wolverine is lost to us!"
(Spider-Man struggles to hold the cage up.)
"No problem. But whatever you do just don't make me laugh!"
- -Beast & Spider-Man
"I told you not to trust Landon."
"Mind yourself Smythe! Or I might take out my frustration on you! Do you understand!"
- -Kingpin & Alistair Smythe
"Any calls while I was out?"
"You scientist always get to emersed in your work."
- -Hobgoblin after Landon falls into the vat of chemicals
"The chance for profit is gone therefor so am I."
"Quite a ride a Hank?"
"Not one I would care to duplicate Logan."
"What is that stuff?"
"The end result of a plan to destroy mutant life as we know it."
- -Wolverine & Beast
"Dr. Landon's in there! We've got to get him out!"
(Herbert Landon comes out of the pool of chemicals and transforms into a mutant creature.)
"What is happin' to 'em?"
"Landon was so anxious to create something toxic to mutants that he failed to determine it's affects on normal human cells."
- -Genevieve, Herbert Landon, Wolverine, & Beast
"Do something! Your mutants! Use your powers!"
"There is nothing we can do. How ironic. He is becoming what he hates the most, a mutant."
- -Genevieve & Beast
"Mr. Landon, he can help you! It was his work that created all this. Remember"
"Forgive me Logan. I will explain when this is over."
"Remind me not to ask."
- -Genevieve, Wolverine, & Beast
"That's no way to treat a lady pal."
(Landon picks up Wolverine and throws him across the room.)
"You sure showed him."
"Shut up ya puny little geek!"
- -Wolverine & Spider-Man
"It's my worst fear, turning into some mutated thing like that, and now I've got to stop it."
"Apparently only the infusion of electrical energy can ease it's pain."
"If we don't do something it's gonna drain the entire city's power."
"If it does it will become immense and unstoppable."
- -Beast & Spider-Man
"That is one ugly critter."
"Why don't you pick on somebody your own size big fella."
(Landon hits Rogue into the side of a building but Spider-Man grabs her.)
"I'll bet you say that to all the gals."
- -Rogue & Spider-Man
"What if we shut off his power?"
"It would slow his growth but not stop it. However, if we short circuited the physio electrical energy field. . ."
"Right. I'll just climb up there hand 'em a wire and say hold this."
"Wait we could do it remotely. If we had a microwave antenna adjusted to the right frequency and a transmitter big enough to hold all that energy."
"Yes, that would work. We have both in the Black Bird. Come with me. So there appears to be a keen scientific mind behind that garish mask a my friend."
"Takes one to know one blue boy."
- -Spider-Man, Beast, & Wolverine
"Power of lightning illuminate the night!"
"This otta make him see spots."
"Gambit gonna deal you a real fine hand."
"Don't worry about me sugar. Once bitten twice shy,"
- -Cyclops & Rogue
(Genevieve sees the Black Bird falling to the ground.)
"No! No more suffering!"
(Genevieve is revealed to be a telekinetic mutant and uses her powers to place the Black Bird gently on the ground.)
"Something has taken control of the ship. Were leveling off"
"You mean they won't be picking us up with blotters? I like it!"
- -Genevieve, Cyclops & Spider-Man
"Thank you for saving us and for accepting what you are."
"She is a mutant, a telekinetic. I've suspected as much for a long time."
"A mutant of course. It all makes sense now! You were the one who rescued me in the auditorium when the ceiling caved=in."
"It's true. I am a mutant. That's why I first went to work for Landon. I hoped he really did have a cure."
"I can relate to that."
"His problem has been solved. But what about the monster within me?"
"You are possessed by no monster. Only your own fear and confusion. We will introduce you to Professor Xavier. He can help you."
"Maybe somewhere there's someone who can help me too."
- -Beast, Genevieve, & Spider-Man
"I'm sorry we got off to such a rocky start. You a heck of a team player."
"You got that right. Regular ace."
"Nice workin' with ya kid."
"Thanks. I don't know what to say."
"Just remember no matter what problems ya got or mistakes you've made you don't have to carry the load by yourself. You got friends of you need 'em. Right Hank?"
"You are correct Logan. And thank you."
- -Cyclops, Gambit, Wolverine, Spider-Man, & Beast
"Spider-Man. I'm glad you came. But our time is short I must leave for Africa in three days. What took you so long to call me for help?"
"I had to be reminded that when I'm in trouble I'm not alone. I need to turn to my friends."
- -Mariah Crawford & Spider-Man