At Toomes Aerodynamics, Norman Osborn tells the company's board of directors that because their CEO, Adrian Toomes is wasting money on projects such as technology to reverse aging and technology to defy gravity they should allow him to buy Toomes Aerodynamics and fold it into OsCorp. Norman also tells the board that they should not be led by someone so old and frail that he can't even attend meetings and reveals that Adrian Toomes is not at the meeting but listening through a speaker on a telephone. Adrian Toomes then tells Norman that there is only room for one "bird of prey" in Toomes Aerodynamics and that he is it. After hearing this Norman takes it as a threat. At that moment Toomes puts on artificial wings and flies out his office window.
Moments later in Central Park, Spider-Man watches a kid roller skate and says to himself that it must be nice not to have a care in the world and starts to dread over the fact that without a dose of radiation from the Neogenic Recombinator he will once again turn into the Man-Spider. Just then Toomes swoops down and grabs the kid and uses his gauntlets to drain his youth and make himself younger. However, Spider-Man web swings down and attacks him. With Toomes on the ground Spider-Man rushes over to the kid to see if he is alright. However, Spider-Man sees that the kid is now an old man. As Toomes recovers he attempts to slice Spider-Man with his razor sharp winds but Spider-Man is able to dodge him. However, as Spider-Man saves the skater Toomes slices through another tree which lands on top of Spider-Man. As Toomes is about to kill Spider-Man he starts to revert back to his old self and flies off. As Spider-Man moves the tree off of him he shoots a web line at Toomes' feet but Tooms cuts the webbing with his wing and flies away. As Spider-Man rushes over to the skater he sees that he is a teenager again and wonders what kind of technology his was using. As Toomes flies off he realizes that he must absorb the youth of a fully grown adult to retain his youth for a longer period of time.
A short while later Spider-Man arrives at Toomes Aerodynamics for the award ceremony where the Toomes Foundation science grant is being awarded. At that same moment Adrian Toomes, now calling himself Vulture, arrives and drains the youth of a security guard making himself young again. Vulture then finds Norman Osborn who is on the Toomes Aerodynamics premises. Norman is terrified of him and runs into a nearby building. Vulture barges in and searches for Norman who is hiding.
Elsewhere at the award ceremony Dr. Curt Connors is awarded the Toomes Foundation science grant for Empire State University and chooses Debra Whitman as his research assistant. Peter, who is in the audience taking pictures for the Daily Bugle, is excited that ESU now has funding to keep the Neogenics research going and hopes that a cure will be found for his mutation disease. Shortly afterwards Flash Thompson goes up to Debra and and congratulates her. Peter then walks up and takes a picture of them. At that same moment Felicia Hardy walks up and asks Flash to walk her home which he agrees to do. As Flash and Felicia walk away Peter also congratulates her. However, Debra appears to be sad and Peter realizes that she likes Flash Thompson. Peter thinks to himself that he knows how she feels because he drove Mary Jane into the arms of Harry Osborn. Wanting to get some air Peter walks outside but his spider sense goes off. Peter then sees a flashing light coming from inside a nearby building and figures that is where the danger must be.
When Peter changes into his Spider-Man costume he runs into a room with old biplanes hanging from the ceiling and sees that Vulture has Norman Osborn. As Vulture flies into the air he drops Norman who starts to plummet to his death. However, Spider-Man catches Norman with a web line and goes after the Vulture. As Spider-Man lands on top of one of the biplanes Vulture flies over and knocks him off. Spider-Man is able to shoot a web line at the biplane which stops his fall. However, Vulture uses his wings to cut through the rope holding the biplane to the ceiling and it and Spider-Man start to fall. As Spider-Man lands on the ground Vulture once again starts to revert to his old age. Realizing that in his old age he could be beaten Vulture flies into New York City and Spider-Man follows him. Spider-Man is unable to stop Vulture but is able to get a photograph of him before he flies away. Peter later develops the photo he took of the Vulture and uses his computer to identify him as Adrian Toomes.
The next day Debra and Flash look around the new Neogenics lab. Debra is impressed and realizes that now ESU as a facility big enough to hold all their Neogenic research. At that moment a man walks in and introduces himself as Arthur Avis, Adrian Toomes second in command. Arthur starts to flirt with Debra which makes Flash jealous. As Arthur walks out ot the room Peter walks in and tells Debra that he doesn't think being around Toomes Aerodynamics is safe. However, Debra believes that Peter is just jealous and orders him and Flash to get out of the lab. As Peter and Flash walk out of the building Flash tells Peter that he thinks Debra likes him. However, Peter replies that she is just trying to make him jealous for leaving her to go with Felicia at the award ceremony.
A short while later Curt Connors arrives at Toomes Aerodynamics and goes into Adrian Toomes office. As Connors enters the office he sees Toomes and tells him that he is agar to talk to him about his plans for the future of Neogenics. Toomes then says that Neogenics is his hope for the future. Curt then replies that Neogenics is also his legacy. After hearing this Toomes gets angered and stands up. Toomes then tells Connors that he should not try to rush him to the grave so quickly and that Norman Osborn is making that mistake by trying to take his company. Toomes then starts to cough and Connors walks over to Toomes to hep him. However, Toomes was only faking being sick and places a device called a neural neutralizer on his forehead which suspends brain activity and paralyzes him. Toomes then puts on his flight harness and reveals that his youth draining technology was created by studying the Tablet of Time which was sold to him by Hammerhead. Vulture then says to himself that Norman will be expecting him to attack again but he will instead go after his son, Harry Osborn.
The next day Spider-Man arrives at an amphitheater for Mary Jane's play and sees Harry Osborn sitting in the audience. Spider-Man also wonders why Mary Jane is so eager to have him show up. As Peter changes into his street clothes he goes backstage and talks to Mary Jane. Mary Jane then hands Peter a letter and says it is from her father, Philip Watson, who abandoned her when she was just a child. Mary Jane then tells Peter that after all these years he wants to meet her Wednesday at 8:00 P.M. Peter asks why she is telling him this and Mary Jane answers that she needs someone with her when she meets him for the first time. Mary Jane then goes on stage and Peter thinks that there still might be a chance for them to get together.
As Peter watches the play his spider sense starts to tingle and as he looks into the sky he sees Vulture flying around. As the terrified audience flees Vulture swoops down and grabs Harry and starts to fly away with him. However, Spider-Man arrives and shoots a web line at Harry and pulls him away from the Vulture. However, Vulture attacks Spider-Man and goes after Harry again. Although Spider-Man keeps Vulture from taking Harry. Vulture then looks at a timer on his wrist and notices that in a few moments he will revert back to his old self. Because of this Vulture flies off. From afar Spider-Man watches Mary Jane and Harry together and is jealous that Harry now has Mary Jane.
Later that night Vulture, now an old man again, returns to Toomes Aerodynamics. As Vulture flies into his penthouse he is spotted by Debra. Debra then picks up the phone and call Peter but gets an answering machine instead and leaves a message saying that she saw a strange bird fly into Toomes' penthouse and tells him to come over and to bring his camera. However, as Debra turns around she sees Vulture. Vulture then grabs Debra by the shoulders and drains her of her youth. A short while later Peter gets her message and realizes that she is in danger and he goes to Toomes Aerodynamics as Spider-Man.
As Spider-Man arrives at Toomes Aerodynamics he blames himself for leaving Debra alone. Spider-Man then looks through the window and sees a shadowy figure sneaking around. Spider-Man webbs the man up but realizes that it is Flash Thompson. As Spider-Man asks what he is doing Flash answers that he is looking for Debra Whitman. Flash then deduces that if Spider-Man is there something must be wrong and suggests they work together to find Debra. However, Spider-Man orders Flash to go home. Flash walks away but ignores Spider-Man and continues to look for Debra.
As Spider-Man enter the lab his spider sense goes off and then sees Vulture flying out a broken window with Debra in his arms. As Vulture flies into another building on the Toomes Aerodynamics premises Spider-Man follows them. However, as Spider-Man enters a hallway a laser gun that is mounted on the wall starts firing at him. Spider-Man angles himself just right on the wall and as the laser beam hits the wall it ricochets and hit the laser gun which destroys it. From another room Vulture watches Spider-Man on a monitor and is angered that he is still alive. However, Vulture spots Flash on one of the monitors and thinks that he could be useful. Vulture then pushes a button on his controls which cause an elevator door to open and Flash, unknown that he is being used, gets inside the elevator.
Moments later Spider-Man finds Curt Connors and removes the neural neutralizer from his head. As Curt regains consciousness he asks Spider-Man where Toomes is and what he did to him. However, Spider-Man tells Curt that he doesn't have time to explain and orders him to leave. In another room Flash finds Debra. Debra is crying and tells Flash not to look at her. As Flash looks at Debra he sees that she is now an old woman and Debra begs Flash to help her. However, Debra quickly changes back into a young woman. At that moment Vulture barges into the room throws Debra to the ground and starts to drain Flash of his youth. However, Spider-Man arrives and pulls Vulture away before he is able to do so. As Vulture flies off Spider-Man shoots a web line at his feet and takes off with Vulture and Debra and Flash get out of Toomes Aerodynamics.As Spider-Man and Vulture continue to fight Vulture presses a button on his armors chest plate and tells Spider-Man that he has activated a self destruct sequence and in one minute Toomes Aerodynamics will explode. Vulture then slams a neural neutralizer on Spider-Man's head and he flies out the skylight. However, Flash arrives and removes the neural neutralizer from Spider-Man's head. Spider-Man then quickly grabs Flash and gets him to safety right before Toomes Aerodynamics explodes. Outside Spider-Man looks around for Vulture. Spider-Man's spider sense then tingles and Vulture flies up to Spider-Man and grabs him. A strange energy surrounds Spider-Man and Vulture gets younger. This causes Spider-Man to faint and Vulture realizes that that absorbing Spider-Man's spider powers make him feel more powerful than ever before.
|Christopher Daniel Barnes||Spider-Man / Peter Parker|
|Liz Georges||Debra Whitman|
|Patrick Labyorteaux||Flash Thompson|
|Jennifer Hale||Felicia Hardy|
|Sara Ballantine||Mary Jane Watson|
|Gary Imhoff||Harry Osborn|
|Neil Ross||Norman Osborn|
|Eddie Albert||Old Vulture / Adrian Toomes|
|Alan Johnson||Young Vulture / Adrian Toomes|
|Joseph Campanella||Curt Connors|
- Hobgoblin (Mentioned only)
- Michael Morbius (Mentioned only)
- Philip Watson (Mentioned only)
- Richard Parker (Mentioned only)
- Mary Parker (Mentioned only)
- Curt Connors is award the science grant from Toomes Foundation and makes Debra Whitman his assistant. In the season premiere, The Insidious Six, Connors told his class that the Toomes Foundation was awarding a science grant to whoever created the best Neogenics project. Connors told his students they would compete against each other and the student with the winning project wold become his lad assistant.
- Peter Parker mentions that Felicia Hardy is not over the loss of Michael Morbius. In the episode The Immortal Vampire, Michael Morbius was accidentally turned into a bat creature by the Neogenic Recombinator and went into hiding.
- During the episode Peter remembers how he drove Mary Jane into the arms of Harry Osborn. Peter's memories shown are from two different episodes.
- In Enter the Punisher, Peter had to cancel his date with Mary Jane because he had grown four extra arms.
- In Blade, the Vampire Hunter, Mary Jane watched as Peter comforted Felicia Hardy after Michael Morbius disappeared which made her jealous. Shortly after Harry Osborn walked up to Mary Jane and she asked Harry to take her to dinner which he accepted.
- During the episode Vulture remembers back to when Hammerhead sold him the Tablet of Time which happened in the previous episode, Ravages of Time.
- When Flash Thompson runs into Spider-Man at Toomes Aerodynamics, Flash mentions him and Spider-Man fighting a spider slayer together. This happened in the episode, The Spider Slayer. However, Flash's statement is not totally true. Flash was present when Spider-Man fought the Black Widow but hid the entire time because he was fearing for his life.
- This episode and The Final Nightmare appear to be based on The Amazing Spider-Man #387 (1994). In this issue Vulture drained Spider-Man of his youth making himself younger.
- Vulture's alias of Arthur Avis might be a play on the term rara avis which is latin for rare bird.
- The play that Mary Jane is in is Faust by Johann Wolfgang von Goethe. Faust was written by Goeth sometime between 1772 and 1775.
- Mary Jane is playing the role of Margaret.
- While at the amphitheater Spider-Man mentions Peter Pan.
- This is one of the few episodes that shows broken glass. For some reason the network censors forbade broken glass from being show in Spider-Man: The Animated Series.
- When Vulture says that he needs Flash's youth Spider-Man pulls him away and says "You didn't say may I." This might be a reference to the game, Mother May I.
- Following the September 11, 2001 terrorist attack which brought down the twin towers, ABC Family stopped airing Shriek of the Vulture and The Final Nightmare, both of which featured a burning skyscraper. It wasn't until the end of 2007 that this changed. Toon Disney aired both Shriek of the Vulture and Final Nightmare as part of it's all series New Years Eve/Day marathon.
A review by Amazing Spidey from Marvel Animation Age
This is the penultimate episode of the Neogenic Nightmare and it's quite a memorable one. It introduced The Vulture, which was pretty weird to me, and it's not quite The Vulture I was expecting, I remember an old man who robbed jewelry stores, not a man who sucked youth out of people. This show did have a tendency to mix the old stories with the newer ones, but the old stuff usually won out, thankfully, as most of the villains in the 90's sucked. Given how most of the writing staff seemed to lean towards the Stan Lee/Steve Ditko/John Romita Sr. villain, seeing the revamp Vulture was a shock, but no less entertaining.
As most villains in this cartoon did, the Vulture went after someone Spidey knew, Norman Osborn. Osborn, who is shown here as a ruthless businessman trying to buy the Vultures company, believes that he is too old and feeble to run it. I loved seeing pre-Goblin Norman. He really was an asswipe before he became evil.
I especially liked seeing Flash again. Some of Spidey's supporting cast was give or take in this show, but Flash was always pretty cool. I loved their little confrontation in Toome's building.
Flash: C'mon Spidey, we make a heck of a team! Remember when we fought the Spider Slayers!
Spidey: Flash I remember. . . go home.
It was an enjoyable episode, which had a great finale. After Spider-Man figured out what was going on he was saved by Flash Thompson and had his youth sucked out of him. The final shot was Spidey mask less, as an old man. It left me really looking forward to the next episode, which is the text book example of a good cliffhanger. Even better, the follow up didn't suck either!
"Toomes your leading your company into financial ruin. Funding research to reverse aging, a fantasy. Developing technology to defy gravity, a pipe dream. And what about this science grant your giving away tonight. More dollars uselessly squandered. Gentlemen of the board let me buy Toomes Aerodynamics, fold it into OsCorp and make a greater profit. Don't be led by someone who's so old and feeble he can't even attend meetings in person!"
"How dare you! You are nothing but a corporate vulture! You think anti-gravity is a pipe dream, ha! Mark my words Osborn. There's only room for one bird of prey in this company and I am it."
"Toomes, are you threatening me!"
- -Norman Osborn & Adrian Toomes
"Look at that kid. Not a care in the world. Me, I can't survive without a daily dose from the Neogenic Recombinator."
"From roller blades to geriatrics in seconds! But how?"
(Vulture starts slicing through trees with his wings.)
"This is none of your business!"
Well fine! But don't blame me if you get a splinter in your wing."
- -Vulture & Spider-Man
"Who is this flying flamingo?"
"Alright Spider-Man. Lets see how you like my cutting edge technology."
(The boy in the park regains his youth after it was drained by Vulture.)
"What happened to me?"
"I don't know, but I want the name of the vitamins you took this morning."
- -Skater & Spider-Man
"I need to absorb the energy of a fully grown adult to give myself more time. Then I'm coming for you Osborn. I am coming!"
"Who, who are you! What do you want!"
"Your head, Osborn."
- -Norman Osborn & Vulture
"And now to award the Toomes grant for scientific achievement. The winner is. . . Dr. Curt Connors and Empire State University!"
"Yes! Neogenics technology lives! And so can I."
- -Announcer & Peter Parker
"To help me further Neogenic research I have chosen as my lab assistant, Debra Whitman."
"Sorry Peter. Next time show up for class once and a while."
"Once again my academic life takes a dive because of my web slinging."
- -Curt Connors, Debra Whitman & Peter Parker
"Well how do ya like that. I think Debs is actually interested in Flash. The big goof doesn't realize it either. Poor Deb. Well I know how she feels. I still can't believe I practically Mary Jane into the arms of Harry Osborn."
- -Peter Parker
"Who are you?"
"Much like yourself I'm a vulture, but more dangerous. Your stock is about to take a plunge Osborn."
- -Norman Osborn & Vulture
"Flash, I'm worried about her. I think somebody here has a hidden agenda."
"Well it;s that Avis geek. Did you see the way that he looked at her? Why didn't Deb tell him to take a hike?"
"Well probably because she wanted to make you feel as jealous as you made her feel at the award cereomeny."
"You should've seen how she looked at you and Felicia."
"She did. Really? But what would someone as brain pumped as Debra Whitman ever see in a jock like me?"
"Hey she definitely likes you pal, so she can't be that smart."
- -Peter Parker & Flash Thompson
"Are you enjoying my life Dr. Connors?"
"Yes. I'm sorry. I didn't see you there. Thank you for meeting with me. I'm anxious to discuss our plans for Neogenic research."
"Neogenics is my hope for the future."
"And of course your legacy."
"Don't rush me to the grave so soon. Norman Osborn is making that mistake. He dares to take my company from me, but he will fail!"
(Adrian Toomes starts to cough.)
"Mr. Toomes are you okay?"
(Curt Connors walks over to Adrian Toomes and Toomes places a neural neutralizer on his forehead.)
"Sorry doctor but my time is short and you were available to me now. A man of your soon to be advanced years must avoid shocks. So this Neural Neutralizer will keep you safely paralyzed. Surely as a man of science you can appreciate my plan. Look. See my beautiful talons. They are the end result of a lost technology deciphered from the Tablet of Time. These and my anti-gravity wings are the best weapons I have to crush Osborn quickly. The vary advances he scoffed at will destroy him."
- -Adrian Toomes & Curt Connors
"What is it with you and the Osborn's? Are you trying to start a collection?"
- -Spider-Man as he saves Harry from Vulture
(Spider-Man catches Harry with a web line and he is hanging above the amphitheater.)
"Sorry guy. Just pretend your the lead in Peter Pan."
(Vulture flies away from his fight with Spider-Man.)
"Well I guess he had a cake in the oven."
"And I thought Faust might be boring."
- -Harry Osborn
"The story of my life. Save the world, lose the girl."
"Thompson, what are you doing here?"
"Spider-Man! I was only looking for someone. See."
(Flash holds up a bouquet of roses.)
"For me? You shouldn't have."
"No. For a girl named Debra Whitman who works in this place. She didn't show up for our tutoring session and now I find you here. Somethings gotta be wrong!"
- -Spider-Man & Flash Thompson
(The wall mounted laser at Toomes Aerodynamics starts firing at Spider-Man.)
"Great! I'm trapped in a gigantic video game! At least I don't need any quarters."
"You didn't say may I."
- -Vulture & Spider-Man
"Leave me be! I'm fighting for my survival! You don't understand, nobody does. Your all out to get me!"
"You got that right."
- -Vulture & Spider-Man
"You see. This works on a superheroes brain too."
"Saved by Flash Thompson. How embarrassing."
(Vulture drains Spider-Man of his youth with his gauntlets.)
"Thank you my friend. Your super strength makes me feel stronger than ever before. The night is young and so am I. Ha ha ha ha ha! Now lets see what you look like underneath this mask."
(Vulture removes Spider-Man's mask revealing he is now an old man.)