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Partners is the fifth episode of season four. When Alistair Smythe kidnaps Black Cat he forces Spider-Man to find either Scorpion or Vulture so he can use their neogenic DNA to turn Silvermane from a toddler back into an adult.


As Black Cat swings through New York City, she thinks to herself that if Spider-Man doesn't want her help she can operate solo just like he does. Black Cat then notices a Hardy Foundation moving truck driving through the city but realizes that the Hardy Foundation doesn't have trucks that look like that and she jumps on top of it believing that a crime is in progress. Spider-Man is in the area and sees Black Cat and follows her just in case she gets into trouble.

The truck goes to a warehouse owned by Toomes Aerodynamics and Black Cat sees several masked men load crates onto the truck. However, Black Cat is quickly discovered and the thugs start shooting at her. Black Cat is able to take several of them out. Spider-Man arrives and helps Black Cat. However, Spider-Man tells Black Cat that what she is doing and dangerous and she shouldn't be doing it without his help. Spider-Man and Black Cat are attacked by more thugs. Spider-Man tells Black Cat to take cover while he deals with them. However, Black Cat doesn't listen and takes care of all the thugs herself. However, Spider-Man's spider sense tingles and a missile is launched at Black Cat. When the missile explodes it releases a gas that knocks Black Cat out. Spider-Man grabs Black Cat and as he turns around he sees that the missile was launched by Alistair Smythe. Spider-Man asks Smythe why he is attacking him since the last time they met he quit working for the Kingpin. Smythe answers that his current employer is also his enemy. Smythe shoots his lasers at a wall above Spider-Man which traps Spider-Man and Black Cat under the falling debris. Smythe grabs Black Cat and gets away with her.

Meanwhile, at the Big Baby Diaper Warehouse, Smythe gives his employer, Alisa Silvermane, a video call. Alisa asks Smythe if he got everything he needed. Smythe answers that he got that plus more and that Silvermane should see for himself. As Alisa hangs up, Silvermane, who is now a toddler, says that he doesn't trust Smythe. Silvermane also says that he regrets using the Tablet of Time which was what turned him into a baby. Silvermane says that in a toddlers body he is powerless. However, Alisa replies that with Smythe working for him he now has the same scientific knowledge that Kingpin once had. When Alisa and Silvermane get to the lab, Smythe tells them that with the equipment they stole from Toomes Aerodynamics and the information gathered from the Tablet of Time, he almost has everything he needs to reverse engineer the science of neogenics to make him an adult again. Smythe continues to say that he needs to study someone that had been mutated by neogenics and that he only knows of two such subjects: Vulture and Scorpion. Smythe tells Silvermane that Vulture and Scorpion have gone into hiding. However, Smythe shows Silvermane that he has captured Black Cat and is holding her hostage. Smythe tells Silvermane that he will use Black Cat as leverage to make Spider-Man find Vulture or Scorpion for them.

After talking with Silvermane, Alistair goes into another room where his father, Spencer Smythe, is located inside his cryogenic chamber. Smythe promises Spencer that soon he will be free. Alistair reveals that the cryogenic process has damaged Spencer's body and that he is working for Silvermane so that he will give him the technology to create a new clone body to put his father's mind into.

Later that night, Spider-Man, who is searching for Black Cat, is attacked by some Spider Seekers. One of the Spider Seekers pins Spider-Man against a wall. Another Spider Seeker flies up to Spider-Man and a small computer screen comes out of it with a live video feed of Alistair Smythe. Smythe tells Spider-Man that if he wants Black Cat back alive he will locate either Vulture or Scorpion. Smythe then gives Spider-Man a device that he can use to contact him when he finds either Scorpion or Vulture. Smythe informs Spider-Man that he only has 24 hours and the Spider Seekers fly away.

Meanwhile, at a rundown apartment complex, Scorpion and Vulture, who is Scorpion's prisoner, argue. Scorpion tells Vulture that the only reason he saved his life after Toomes Aerodynamics exploded was so Vulture could find a way to turn him back into a normal human again. Scorpion says that Vulture will remain his prisoner until he can get enough money to build a laboratory. Vulture suggests that Scorpion steal the money. However, Scorpion refuses because he says that he is turning his back on his life of crime. But after thinking about it for a minute, Scorpion realizes that Vulture might be right. Just then Scorpion's fiancé, Sarah Baker, comes home. Sarah sees that Scorpion is about to go out. Sarah begs Scorpion not to go because if he were to get caught he would be locked up and they would never see each other ever again.

The next day, Peter Parker is at his apartment doing research to try and discover the whereabouts of Scorpion and Vulture. However, Vulture and Scorpion haven't been seen for months. As Peter looks at the timer on the device that Smythe gave him, he sees that he only has eight hours left. From outside his door, Peter hears Harry Osborn say that he feels down and needs someone to talk to. While Peter is putting on his costume he says that he can't talk right now and web slings out the window. As Harry enters Peter's room he is surprised to see there is no one there. As Spider-Man web slings through New York, he thinks to himself that he is sorry that Spider-Man always has to get in the way of Peter's life.

Spider-Man goes to Empire State University and meets with Curt Connors. Spider-Man tells Connors that he wants him to make a televised announcement that the has made a new breakthrough in neogenics. Connors contacts J3 Communications and does just as Spider-Man says. Scorpion sees this and realizes this what he needs to be turned back to normal. Sarah catches Scorpion about to leave and tries to stop him. However, Scorpion tells Sarah that he needs money to pay for him to be turned back to normal and locks Sarah in the closet and leaves. Inside the closet, Sarah finds a screwdriver and realizes she can use it to pick the lock.

That evening, Scorpion robs a bank. Spider-Man arrives and he and Scorpion begin to fight. While Spider-Man and Scorpion fight Sarah arrives. However, Spider-Man is able to defeat Scorpion and Spider-Man contacts Smythe. Smythe tells Spider-Man that he will send a Spider Seeker to lead him to his laboratory. When the Spider Seekers arrive they lead Spider-Man, who is carrying Scorpion, back to Big Baby Diaper Warehouse. However, Sarah is secretly following them in her car. As spider-Man gets to the warehouse he says that he can't wait to see Black Cat and begins to realize that he cares for her more than he knew. As spider-Man enters the warehouse from the roof, Sarah enters the warehouse from one of the doors.

Only a few minutes later Spider-Man hands Scorpion over to Smythe. Smythe has Silvermane's men strap Scorpion to a gurney that is standing upright. Smythe studies Scorpion and learns that his neogenic DNA is perfect for his experiment. Sarah overhears this and runs off. Spider-Man asks where Black Cat is. As Smythe points to one side of the room a hologram that was camouflaging Black Cat disappears and Spider-Man sees that Black Cat is trapped inside a glass dome. However, when Spider-Man tries to free Black Cat, Smythe electrocutes him and he falls to the ground. Smythe then pushes a button and a glass dome comes over Spider-Man trapping him inside. Silvermane and Alisa walk into the room. Spider-Man is shocked to learn that Silvermane is still alive and a toddler. Silvermane tells Spider-Man that he is planning to swap energy with him which will make Silvermane younger and give him Spider-Man's super powers.

A short while later Sarah returns home and frees Vulture. Sarah tells him that he has to save Mac. When Vulture asks why he should save him Sarah says that they are going to "neogenic him". Vulture says that hearing the word neogenic makes him feel young again and he transforms from an old man to a young man. Vulture agrees to help. With Sarah in his arms Vulture flies off with Sarah giving him directions to the factory.

Meanwhile, back at the Big Baby Diaper Warehouse, Silverman has himself and Spider-Man strapped to gurneys standing upright. Smythe tells Silvermane that with the DNA they collected from Scorpion they are ready to proceed with their experiment. Smythe then activates the Neogenic Recombinator, and as the beam from the Recombinator hits both Spider-Man and Silvermane it drains Spider-Man of his youth and it goes into Silvermane reverting him to a young man. However, Vulture flies into the warehouse and interrupts the experiment. Smythe tries to kill Vulture. However, when Smythe shoots a laser at Vulture, Vulture is able deflect it with his metal wing. The laser hits Spider-Man's shackle freeing one of his arms. Spider-Man then frees his other arm and gets out of the gurney.

Spider-Man runs over to a computer and uses it to open Black Cat and Scorpion's glass bubbles they are trapped in. Vulture at that moment takes Spider-Man's place and swaps energy with Silvermane. Vulture is transformed into a young man while Silvermane reverts back to an old man. Alisa holds a gun at Spider-Man and orders him to get back into the machine. However, Alisa is tackled by Black Cat. Scorpion also begins to fight Smythe. Vulture is now permanently turned into a young man and flies away. Sarah goes into the room and sees Scorpion fighting Smythe and she tells Spider-Man to help him. Spider-Man and Black Cat tackle Smythe. Smythe tells them the Neogenic Recombinator is going to explode. As Silvermane, Alisa and Smythe leave the laboratory they lock Spider-Man, Black Cat, Scorpion and Sarah inside. Spider-Man and Black Cat realize they are locked inside the lab. However, they trick Scorpion into spraying the door with the acid from his tail which melts it open. Spider-Man, Black Cat, Scorpion and Sarah exit the building before it explodes. As Scorpion looks at the burning warehouse he wonders if he will ever be normal again.

Elsewhere, on a rooftop Black Cat asks Spider-Man if they are partners or if she is just a temporary convenience. Spider-Man tells Black Cat that she is a terrific crime fighter and that he really cares about her. Black Cat raises Spider-Man's mask just above his mouth and kisses then then uses her grapple hook to swing away. Spider-Man says to himself that his life just got more interesting.


Actor Role
Christopher Daniel Barnes Spider-Man / Peter Parker
Jennifer Hale Black Cat / Felicia Hardy
Gary Imhoff Harry Osborn
Maxwell Caulfield Alistair Smythe
Cannon Young (Toddler) Silvermane
Leigh-Allyn Baker Alisa Silvermane
Eddie Albert (Old) Vulture / Adrian Toomes
Richard Moll Scorpion / Mac Gargan
Alan Johnson (Young) Vulture / Adrian Toomes
Sandra Bernhard Sarah Baker
Joseph Campanella Curt Connors
Townsend Coleman (Young adult) Silvermane
Jeff Corey (Old) Silvermane
Matthew McCurley (Child) Silvermane
(Reused footage)
Ed Asner J. Jonah Jameson
(Reused footage)
Michael Rye Farley Stillwell
(Reused footage)
Martin Landau Scorpion / Mac Gargan
(Reused footage)



  • Manhattan



  • When Spider-Man first sees Alistair Smythe he mentions that the last time they met he though Smythe stopped working for Kingpin. This happened in the episode, The Ultimate Slayer.
  • Silvermane remembers back to when he used the Tablet of Time to make himself young and it accidentally turned him into a baby. This happened in Ravages of Time.
  • In this episode, Silvermane would give Alistair Smythe the technology to revive his father if he helped him become an adult again. Alistair says "Though once again, I find I am working for promises." In The Spider Slayer, Alistair Smythe began working for Kingpin because Kingpin promised Smythe that he could get revenge on Spider-Man.
  • Scorpion has a flashback to when Farley Stillwell used the Neogenic Recombinator to turn him into the Scorpion which happened in The Sting of the Scorpion.
  • When Spider-Man is looking through old newspapers to see if there have been any sightings of Vulture or Scorpion, one of the newspapers has a picture of Mary Jane standing by a pile of jewels. This newspaper was seen in Hydro-Man where a story on Mary Jane ended up in the Daily Bugle after helping Spider-Man capture Hydro-Man and recovering the loot that he stole. Another newspaper has a story about how Spider-Man started a crime wave and Mysterio swore to capture him. This occurred in The Menace of Mysterio, but it was revealed that Mysterio was the real thief.
  • Peter Parker mentions that Scorpion and Vulture haven't been seen since the laboratory explosion. Peter is talking about the Neogenics Laboratory exploding which happened in The Final Nightmare.
  • Curt Connors mentions that he owes Spider-Man. This is a reference to Spider-Man curing Connors of being the Lizard in Night of the Lizard and saving him and Margaret Connors in Ravages of Time.


  • When Spider-Man learns that he has to locate either Vulture of Scorpion, he says "How am I gonna find those two worms in an apple this big?" The Big Apple is a nickname for New York City.
  • Starting with this episode Scorpion would be voiced by Richard Moll who would continue to voice him for the rest of the series. Martin Landau who originally voiced Scorpion became unavailable after winning an Academy Award for Best Supporting Actor for his role of Bela Lugosi in Ed Wood.
  • Spider-Man's flashback of him holding Black Cat while web slinging is actually reused footage from the next episode The Awakening. The dialogue in this scene is different here than it is in The Awakening.
  • When Smythe studies Scorpion's DNA Smythe says that Scorpion's DNA is "the perfect Rosetta Stone". The Rosetta Stone is an ancient stone tablet with the same passage written in Egyptian hieroglyphic, Demotic Egyptian, and classical Greek. It made it possible to translate the entire Egyptian language, and nothing like it has ever been found to translate any other ancient language.
  • After Spider-Man gets captured Black Cat tells him "So, here's another fine mess we've gotten ourselves into, Ollie." This is a reference to Stan Laurel and Oliver Hardy who formed the comedy duo Laurel and Hardy. In 1930 Laurel and Hardy starred in a short comedy film called Another Fine Mess.
  • When Spider-Man tricks Scorpion into using the acid from his tail to melt a locked door Spider-Man says "I love it when a plan comes together". I love it when a plan comes together is the catchphrase of John "Hannibal" Smith who was one of the main characters of the television series The A-Team.
  • Spider-Man refers to neogenics as a genie coming out of its bottle. A genie is a supernatural being that grants whoever holds its lamp three wishes.
  • Ed Asner and Rodney Saulsberry were listed in the episode's end credits with the rest of the cast even though they didn't record any new dialogue for the episode.

Episode review

A review by Amazing Spidey from Marvel Animation Age

This episode was a mixed bag. There are a lot of characters in this one, and as it is only a single episode, a lot of the story suffers because of it. It starts off well enough, continuing on from the previous episode with Black Cat still wanting to be a superhero whilst Spider-Man is still refusing to let her tag along.

Then she gets kidnapped by Smythe, who's evil again, in order for Spider-Man to bring either The Scorpion or The Vulture so he can make Silvermaine older again. I'm not so sure we really needed to see Silvermaine again, but whatever he's here.

There was fairly interesting aspects to this episode, such as Scorpion wanting to go straight and get married (!), and Vulture can't control his aging and randomly changes from old to you young. This episode did a good job of fleshing out the Scorpion a little more, especially as he only attempted to steal the money in order to cure himself from what technically is an awful disease.

Besides that, we got some predictably dire Spidey/Black Cat scenes, and a massive fight sequence at the end of the episode. Season 4 was pretty dull on a whole, there was no big story arc to it besides Black Cat, who wasn't especially interesting outside her origin, and a lot of the episodes seemed like fillers. This one, is unfortunately included among them.


Black Cat: "No man tells me what to do. Spider-Man doesn't want me around? Fine. If he can be a loner, so can the Black Cat."

Black Cat: "Bingo! Crime in progress."

Spider-Man: "What's Black Cat doing down there? Maybe I should keep an eye on her, spider-style."

(Black Cat uses knockout gas to make a thug go to sleep.)
Black Cat: "Time for your cat nap."
Thug: "What do you think you're doing here, lady? This ain't no sewing circle."
Black Cat: "Aw, too bad. 'Cause when I'm through, you're gonna need stitches!"

Spider-Man: "I can't just let her fight all these guys herself."
(Black Cat easily takes out all the thugs without Spider-Man's help.)
Spider-Man: "Then again. . ."

Spider-Man: "Maybe I should reevaluate some of my male chauvinist preconceptions."
Black Cat: "See, Spider? This superhero thing isn't as hard as it looks."

Spider-Man: "Wait, stop! When we last met, I though you quit working for the Kingpin!"
Alistair Smythe: "I did, but my current employer is also your enemy. And once again that makes you mine. But before I destroy you there's something I need. Her!"

Silvermane: "He's up to something!"
Alisa Silvermane: "If he's ruined your plans, Father, then we'll eliminate him. Do you want your bottle now?"
Silvermane: "No but this useless body of mine needs it. Give it to me! Oh, how I rue the day I ever toyed with that Tablet of Time! Bah! My mind is trapped! I am powerless!"
Alisa Silvermane: "On the contrary. With Smythe working for you, you now have the same scientific knowledge that Kingpin once enjoyed."

Alistair Smythe: "By holding her hostage, we may be able to force Spider-Man to do our legwork, make him find Scorpion and Vulture for us."
Silvermane: "Ah, clever idea! Spider-Man's weakness is that he cares too much! Good work, Smythe. Quickly, change my diaper."

Alistair Smythe: "Father, I promise that soon you will be free to walk the Earth in a new bio-engineered body. I swear I'll make Silvermane keep his word. Though once again, I find I am working for promises."

Spider-Man: "How am I gonna find those two worms in an apple this big?"

Sarah Baker: "Mac, what are you doing?! You can't go out in public! If they caught you, they'd put you in jail. I's never see you again."
Scorpion: "But, Sarah, honey, don't you want me to be normal?"
Sarah Baker: "We'll get the money, it'll be okay. I've already saved $500."
Vulture: "Wow, 500 whole dollars! By the time we have enough, my young self will look like I do now!"
Scorpion: "Don't you ever insult her again!"

Spider-Man: "I'm sorry, Harry. Sorry that Spider-Man always gets in the way of my life. And my friendships."

Vulture: "Well, you're finally using more than your tail, bug boy!

Spider-Man: "Took long enough to smoke you out. Looks like retirement didn't mellow you any."
Scorpion: "Beat it, ya stinkin' yo-yo! I don't have time to joke around!"
Spider-Man: "Scorpion, you're gonna listen to me if I have to tie you up with your own tail!"
Scorpion: "All right, you want my tail, Spider-Man? Here, it's all yours!"
(Scorpion tries to spray Spider-Man with acid he fires from his tail.)

Alistair Smythe: "Tell Silvermane that phase one is successful. The Spider has caught his prey."

Spider-Man: "I can't wait to see the Cat. I care about her more than I even knew.

Black Cat: "We've got something special. Can't you feel it?"

Alistair Smythe: "You understand, before I consider our bargain complete, I must make sure he's genuine. His DNA patterns are excellent. He's a neogenic roadmap. The perfect Rosetta Stone for my little experiment."

Spider-Man: "Don't be too upset about this, Cat. Sometimes in the superhero biz you make a few mistakes."

(Spider-Man gets captured by Smythe.)
Black Cat: "Maybe I should take superhero lessons from the Hulk instead."

Silvermane: "Spider-Man, I shall make a trade to swap your age with mine, and with your powers I will be unbeatable!"

Black Cat: "So here's another fine mess we've gotten ourselves into, Ollie."
Spider-Man: "Any bright ideas, partner?"
Black Cat: "Did I hear you say partner?"

Sarah Baker: "Please. you've got to save Mac!"
Vulture: Why should I?"
Sarah Baker: "They're going to neogenic him or something!"
Vulture: "Neogenic? Are you certain?"
Sarah Baker: "Positive!"
Vulture: "Just the sound of that word makes me feel young again."
(Vulture transforms from and elderly man into a young man.)
Vulture: "I guess I will crash your boyfriend's party! Ha ha ha ha!"

Alistair Smythe: "Thanks to the DNA from the Scorpion, everything is ready."
Silvermane: "Then do it now. I want to be a man again! Full of youth and superpower of Spider-Man!"

Black Cat: "What are they doing to Spider-Man?"
Scorpion: "They're messin' up his life, just like they did to me."

Spider-Man: "Great, now I'm gonna have to learn to web sling in a stroller!"

Alistair Smythe: "Sorry, old man, but your technology is mine now."

(Black Cat tackles Alisa who is holding Spider-Man at gunpoint.)
Spider-Man: "Thanks, partner."
Black Cat: "Don't mention it, partner."

Scorpion: "Okay, Science Boy, who's gonna do the dissecting now?"

Scorpion: "You ain't doing no more work with your machines."

Vulture: "Thanks for the new lease on life, old man!"

Alistair Smythe: "You are a freak of nature whom I shall eliminate!"
Spider-Man: "Great line coming from a cyborg!"

Alisa Silvermane: "I'm sorry it turned out this way, Father, but at least you won't have to deal with diapers anymore."
Silvermane: "I wouldn't be so sure."

Alistair Smythe: "I'm sorry, Father, but once again, Spider-Man has thwarted my efforts."

Sarah Baker: "Please, don't hurt him!"
Black Cat: "Don't worry, I never hurt mutated homicidal insects."

Black Cat: "Hey, bug brain, over here."
Scorpion: "You won't be so funny when I give you an acid shampoo!"

Spider-Man "I love it when a plan comes together."

Spider-Man: "Here, let me do it. This takes muscle."
(Black Cat uses her super strength to open a heavy metal door.)
Black Cat: "You're right, it did."

Scorpion: "Will I ever be normal, Sarah?"
Sarah Baker: You have to have faith and know that out love will get us through anything."

Spider-Man: "I couldn't find any sign of them!"
Black Cat: "Did you mean what you said about us being partners?"
Spider-Man: "Well, now that the neogenic genie is out of the bottle, I'll probably need all the help I can get."
Black Cat: Are you sure I'm not just a temporary convenience?"
Spider-Man: "You were terrific back there, and I'd be proud to have you fight by my side. Not only that, but I really care about you. Partners?"
(Black Cat raises up Spider-Man's mask just above his mouth and kisses him.)
Black Cat: "That, and maybe more. Catch you later, Spider."
Spider-Man: "You know, I think my life just got a lot more interesting."