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Return of the Spider Slayer is the third episode of season one and focuses on Alistair Smythe as he creates more Spider Slayers to kill Spider-Man. This episode is also known for introducing Mary Jane Watson.



Spider-Man is on a pay phone talking to Aunt May. May tells him about Mary Jane Watson and Peter finally agrees to meet her. After Spider-Man hangs up his spider sense goes off and he jumps out of the way before two metallic claws can grab him. Spider-Man then looks around and to his surprise sees the Black Widow. Spider-Man webs the Black Widow but it is able to cut itself free with a laser. Spider-Man then sees a relay tower on top of a building and uses it to mess with the Black Widow's circuits. However, the relay tower is attacked by another Spider Slayer that resembles a tarantula. The Tarantula then knocks over the tower and Spider-Man begins to fall toward the street below. However, Spider-Man is able to shoot a web line onto a building and make a smooth landing. As the Tarantula comes down to street level Spider-Man web swings over it and places a Spider-Tracer on it's back.


At Crime CentralAlistair Smythe tells Kingpin that everything is going according to plan. Kingpin then says that he better kill Spider-Man because he is hard on employees that fail him.


As Spider-Man continues to fight the Tarantula the Black Widow flies down to the street below. At that moment a little girl and her mother walk outside. Their dog (named Trooper) then runs in front of the Black Widow and starts to bark at it. The mother then runs out to the middle of the street and picks him up but the Black Widow goes for the woman. Spider-Man is able to web swing over and get the woman to safety. Spider-Man is then caught in between the two Spider Slayers and as the Tarantula freezes Spider-Man with it's freeze ray the Black Widow captures Spider-Man with it's grapple hooks. Spider-Man then places a Spider-Tracer on the Black Widow and the Tarantula knocks him out with a missile that explodes and releases knock out gas.


The Spider Slayers then take the unconscious Spider-Man to Crime Central and he is placed on a table and restrained. Smythe then calls J. Jonah Jameson and tells him to come and meet him. As Jameson arrives he sees Spider-Man captured and attempt to unmask him. However, Jameson is captured as well and Smythe handcuffs the both of them to a bomb set to explode in one hour. Smythe then reveals that he blames Spider-Man, Jameson, Norman OsbornFlash Thompson and Eddie Brock for his father's disappearance.


The Tarantula then takes Spider-Man and Jameson far away from Crime Central and drops them off on a roof top. Spider-Man realizes that he only has one hour to save the others and with Jameson goes to save them.


As Flash Thompson's date with Felicia Hardy ends he is attacked by the Black Widow. When Flash runs away the Black Widow captures him with it's grapple. Spider-Man and Jameson then arrive and Spider-Man uses the Black Widow's lasers to free Jameson from the bomb (however, Spider-Man is still attached to it). Flash and Jameson then run away and Spider-Man hooks the Black Widow to a crane and lifts it into the air. Spider-Man then slams the Black Widow into a wall and stops it.


A short while later Jameson calls Norman Osborn and warns him about the Spider Slayers. Norman appears confident that he can handle the Spider Slayers and then calls the OsCorp security. Across town Eddie Brock is attempting to get a job at another news paper. At first the editor refuses to hire him because J. Jonah Jameson told him that he is bad news. However, Brock convinces him to give him a job. Just then the Tarantula crashes into the building and scares everyone away. The Tarantula then fires a laser at Brock. However, he is able to jump out of the way. Brock then runs off and is followed by the Tarantula. At that moment Spider-Man arrives and saves Brock who is less than grateful. The Tarantula then attacks Spider-Man. However, Spider-Man is able to grab the Tarantula's leg and stick it into a fuse box and the electricity from the fuse box causes the Tarantula to malfunction. The news paper publisher then looks at his destroyed building and tells Brock that Jameson was right about him and he fires Brock. As Spider-Man swings away Brock shouts at him saying that he will get even with him.


Back at Crime Central, Smythe puts the finishing touches on his final Spider Slayer, the Scorpion and sends in into New York City to kill Spider-Man. Meanwhile outside OsCorp drone tanks surround the building and shoot as the Scorpion as it arrives. However, the Scorpion is easily able to destroy the tanks. Spider-Man then arrives and hears the laser blasts. He then sees the Scorpion and realizes that he has only seconds to stop it before the bomb on his wrist goes off. From inside Norman Osborn orders security to launch the helidrones which they do.


At that moment Smythe reactivates the Black Widow and Tarantula and both Spider Slayers fly off. Meanwhile, back at OsCorp Spider-Man runs out of web fluid and changes the cartridge in his Web-Shooters. A few seconds later the Black Widow and the Tarantula arrive at OsCorp and and the three Spider Slayers combine to make one giant Spider Slayer. The Tri-Spider Slayer then destroys the tank drones and goes after Spider-Man. However, before the Tri-Spider Slayer can shoot Spider-Man with it's lasers Spider-Man jumps into OsCorp through the helidrone entrance.


From Crime Central, Smythe watches as the Spider Slayers attack OsCorp.


Meanwhile at OsCorp, Norman Osborn escapes in his car before the Tri-Spider Slayer can kill him. Spider-Man then finds a container of liquid nitrogen and uses it to freeze the bomb and it shackle freezes and becomes brittle and breaks off his wrist.


With only one minute left on the bomb's timer Spider-Man web swings out of OsCorp with the bomb in hand. At that moment on the George Washington Bridge the Tri-Spider Slayer catches up with Norman Osborn and causes Osborn to crash his car which also causes Osborn to lose consciousness. When Spider-Man arrives he pulls Osborn out of the car and runs off with the Tri-Spider Slayer chasing him. Spider-Man the crawls to the top of the bridge's pillar and leaves Norman in a safe place. As the Tri-Spider Slayer flies to the top of the bridge Spider-Man jumps on top of the Tri-Spider Slayer and places the bomb on it. Spider-Man then jumps off and the bomb explodes destroying the Tri-Spider Slayer and it falls into the river.


From Crime Central, Smythe watches as his Spider Slayers are destroyed. Kingpin then walks up to Smythe and says that they had a deal and he will work for him until Spider-Man is killed.


Later that night at Aunt May's house Peter is in his room sewing up his torn Spider-Man costume. At that moment Aunt May tells him to get ready for his date with Mary Jane Watson. Peter completely forgot about the date and dreaded this blind date. However, when Peter answered the door he saw that Mary Jane was a beautiful red head. Mary Jane then tells Peter "Face it tiger, you just hit the jackpot."


Actor Role
Christopher Daniel Barnes Spider-Man / Peter Parker
Maxwell Caulfield Alistair Smythe
Roscoe Lee Browne Kingpin / Wilson Fisk
Ed Asner J. Jonah Jameson
Patrick Labyorteaux Flash Thompson
Jennifer Hale Felicia Hardy
Gary Imhoff Harry Osborn
Neil Ross Norman Osborn
Hank Azaria Eddie Brock
Linda Gary May Parker
Sara Ballantine Mary Jane Watson



  • Manhattan
  • Queens
  • Forest Hills



  • This episode is a direct continuation of The Spider Slayer and takes place several months after said episode.
  • Alistair Smythe blames Spider-Man, J. Jonah Jameson, Flash Thompson, Eddie Brock and Norman Osborn for his fathers disappearance.
  • While Flash is attacked by the Black Widow he says "why do these bugs have a thing for me?" Flash was also attacked by the Black Widow in part one.
  • After Spider-Man saves Eddie Brock, Brock gets fired from a news paper company and says "he did it to me again!" Brock blamed Spider-Man for him being fired from the Daily Bugle in The Spider Slayer.
  • Peter Parker finally goes on a date with Mary Jane Watson after Aunt May tried to set them up months earlier in The Spider Slayer.


  • While the plot of this episode is original the part where Alistair Smythe shackles Spider-Man and J. Jonah Jameson to a bomb is adapted from Amazing Spider-Man #192 (1979). The only difference is that in the comic it was Spencer Smythe that shackled Spider-Man and Jameson to the bomb, not Alistair.
  • The ending of this episode where Mary Jane Watson is first introduced to Peter Parker and says "Face it tiger, you just hit the jackpot" is adapted from the end of Amazing Spider-Man #42 (1966).
  • This is the first episode where Spider-Man uses a Spider tracer.
  • The Black Widow was the only Spider Slayer named in this episode. The other two Spider Slayers were never called the Scorpion or the Tarantula.
  • Towards the end of the episode Spider-Man uses the Thing's catchphrase "It's clobberin' time."
  • At the beginning of the episode when Aunt May tells Peter about Mary Jane and tries to set them up on a blind date Peter says "Blind dates are like the lottery. The odds are so stacked against you your nuts if you expect to ever hit the jackpot." At the end of the episode when Peter actually meets Mary Jane he sees how beautiful she is and Mary Jane tells him "Face it tiger, you just hit the jackpot."
  • According to the Spider-Man: The Animated Series Facebook page, John Semper Jr. did not like this episode at first because he felt that the Spider Slayers were only included so that toys could be made of them and sold to children. However, Semper has revealed that he has recently rewatched this episode and has grown to like it because this episode and the previous one introduced several major characters such as Flash Thompson, Harry Osborn, Norman Osborn, Kingpin, Felicia Hardy, and Mary Jane Watson.

Episode review

A review by Amazing Spidey from Marvel Animation Age

Robots. Anyone who actually paid attention in this show will know that they showed up quite a lot. There were several reasons for this, one of them was that it gave Smythe something to do, and in turn, brought the Kingpin into most of the stories, they make great popular toys and when you're not allowed to punch, robots are easier to fight than people. BS&P are more tolerate of violence towards lumps of metal than flesh and bones.

Having introduced the main characters in in part one was fighting time. Adding more robots to the mix, as well as expanding on the Smythe hatred of three of the main supporting cast, Norman Osborn, Eddie Brock and Flash Thompson, all of whom resulted in his dad's 'death' in the previous episode. However, the highlight, copied from one of the original Spider-Slayers in the Lee/Ditko run, was Jameson and Spidey being attached to a bomb, with Spidey saving his friends, whilst Jameson whined about how Spidey was severely bruising his wrist. It's a shame that they weren't attached to each other for a great length of time, as it could've been comedy gold.

As with most of the first season, the animation was excellent. Spider-Man himself looked great, whilst the three big Spider Slayers looked stunning. The explosion at the end looked fantastic was a high point in the entire look of the series. Plus, you gotta love the "Hate to steal someone else's line, but it's clobberin' time!"


"Blind dates are like the lottery. The odds are so stacked against you, you’re nuts if you expect to ever hit the jackpot."


"Yes, he lands the dismount! Didn't mean to drop in without a reservation."


"The wall crawler is still alive?"

"Not for long. I've designed this operation perfectly and it's going according to plan. I won't fail."

"Let us hope not. I'm rather hard on employees who do."

"Remember, my employment here is a temporary arrangement."

"And you remember this lab becomes yours if and only if you destroy Spider-Man."

(Kingpin leaves the room.)

"It may be Kingpin's money and Kingpin's lab, but the revenge for what happened to my father will be mine."

-Kingpin & Alistair Smythe

"I barley stopped the Black Widow, how am I gonna stop you?"

(The Tarantula fires a freeze ray at Spider-Man, but misses him)

"A freeze ray! This is enough to give me arachnophobia."


"Well, what do ya know. I've waited a long time to see you apprehended. Now let’s see who's under that mask."

(Jameson reaches for Spider-Man's mask.)

"Hey, hold it! When was the last time you washed your hands?"

-J. Jonah Jameson & Spider-Man

(The Black Widow grabs Jameson by the wrist)

"Hey! What gives, Smythe?"

"It's obvious. It wants a mate. And you’re the lucky guy."

-J. Jonah Jameson & Spider-Man

"No, no, no! Take it back! It clashes with the colors of my costume."

-Spider-Man joking about the bomb Smythe attached to him

"A perfect fit. These indestructible manacles contain a powerful explosive. It's set to detonate in one hour."

(Jameson looks at Spider-Man terrified)

"Hey, don't look at me. Maybe you didn't deliver his paper this morning."

"What are you? Nuts?"

"You have to ask?"

"You and your web slinging friends petty rivalries destroyed my father! His only dream was to see me walk again. A dream you both shattered!"

"Excuse me! But your father attacked me with a Spider Slayer!"

"Ya, Smythe, you were in on that whole deal. Why don't you attach yourself to this bomb and leave me out of it?"

"Have you ever thought about becoming a family therapist?"

-Alistair Smythe, Spider-Man & J. Jonah Jameson

"You hate a lot of people, Smythe. Must be hard around the holidays."


"Forget it, JJ. he's not playing with a full deck. You should understand that."


"Can't you pry this thing off?"

"You want a trial separation already. I understand, but I'm hurt."

-J. Jonah Jameson & Spider-Man

"Hey! What are you doing?"

"Just cutting the ties that bind."

-J. Jonah Jameson to Spider-Man as Spider-Man uses the Black Widow's laser to free Jameson from the bomb

"Time for me to give this act the hook."

-Spider-Man as he attaches the Black Widow to the hook on a crane

"I hope nobody wants to see my union card, or me exterminators license."

-Spider-Man joking about driving the crane and defeating the Black Widow

"I promise you will not get any trouble from me."

(The Tarantula crashes into the building)

-Eddie Brock to the news paper editor

"Looks like the Spider Slayer found its next target. My lucky day. I get to save Eddie Brock and still have time to be blown to bits."

(Spider-Man gets Eddie Brock to safety)

"You! You just won't stop ‘til you ruin me will ya!"

"Use your head for once, Brock! I'm trying to save your life."

-Spider-Man & Eddie Brock

"Sounds like something's attacking OsCorp, but what?"

(Spider-Man sees the Scorpion flying around)

"Well, that answers my question."


"Okay, Spidey. Which do you deal with first? This bomb or that mechanical monster?"

(The Tri-Spider Slayer comes up behind Spider-Man)

"Oops. That settles that."


"So much for Mr. Osborn's place of business."

-Alistair Smythe

"That was close, but I'm still alive. For another fifteen minutes anyway."


"Ah, another example of better living through chemistry."

-Spider-Man after using liquid nitrogen to freeze the bomb off his wrist

"Come on, Osborn. This is the worst possible time for a nap."


"You stay here, Norman. I've got a present to deliver."


"I hate to borrow someone else's line, but, it's clobberin' time!"


"I've never liked Osborn that much, but for Harry's sake, I'm glad he's okay."


"My machines. My beautiful machines."

"A deal’s a deal, Smythe. You promised me you'd destroy Spider-Man. You'll work for me until you do."

"There's nothing left."

-Alistair Smythe & Kingpin

"The worst part about a secret identity is that you can't ask someone else to do your sewing."

-Peter Parker

"Peter, I hope your getting ready for your date with Mary Jane Watson tonight."

"My blind date. I completely forgot! Ugh, why didn't I just let Smythe's bugs eat me?"

-Aunt May & Peter Parker

"Face it, tiger, you just hit the jackpot."

-Mary Jane Watson