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The Cat is the second episode of season four. John Hardesky, who is the father of Felicia Hardy, is broken out of S.H.I.E.L.D. custody by the Kingpin who wants him to reveal the secret of the Super Soldier Serum, the same formula that created Captain America. This episode also features the first appearance of Captain America and Red Skull in cameo appearances.


Spider-Man is still saddened by the loss of Mary Jane. Needing someone to talk to he decides to turn to Felicia Hardy. At that moment Felicia is on a date with a man named Brace Huntington. Brace tries to talk to Felicia. However, Felicia's mind is wandering. Felicia remembers back to when she was a little girl and her father, John Hardesky, caught her up past her bed time. Young Felicia told her father that she wanted to spend time with him. John replied to Felicia that they both feel most comfortable at night. As Felicia arrives at her apartment building she says goodbye to Brace and goes to her floor. As Felicia gets upstairs she overhears a man blackmailing her mother and says that if he doesn't get what he wants he will reveal her connection to the theft of the Ausbach fortune. Felicia enters the room and demands to know what is going on. The mysterious man is revealed to be Doctor Octopus who uses his mechanical arms to capture Felicia and Anastasia. However, Spider-Man quickly arrives and tackles Doctor Octopus. Doctor Octopus uses his mechanical arms to topple a book shelf on top of Spider-Man and Felicia manages to activate the apartment's alarm. When Doctor Octopus hears police sirens he leaves. Spider-Man offers to help clean up the apartment. As Spider-Man picks up a photograph he sees that it is a picture of Felicia's father. Anastasia shouts at Spider-Man that they don't need his help. However, Felicia defends Spider-Man and asks her mother why she was making a deal with Doctor Octopus.

As the police arrive, Anastasia goes to talk to them and Felicia runs to her room crying. Spider-Man follows Felicia and asks if she wants to talk about what happened. As Felicia looks at Spider-Man she says that he is the only good thing in her life. When Spider-Man asks what kind of a deal Anastasia was making with Doc Ock. Felicia answers that she doesn't know, but Doc Ock mentioned something called the Ausbach fortune. As Spider-Man leaves Felicia wonders why she always falls for mysterious men like Spider-Man, Jason Macendale and Michael Morbius. Remembering what her father once told her, Felicia refers to Spider-Man, Jason and Michael as "men who are wrapped in the dark blanket of the night."

The next day at the Daily Bugle, Peter Parker does research on the computer to find out what the Ausbach fortune is. Peter learns that the Ausbach fortune was a collection of very valuable diamonds that was stolen by a criminal called the Cat fifteen years ago. Continuing with his research, Peter learns that the Cat's real name is John Hardesky. Peter recognizes John Hardesky from a picture he saw in Felicia's apartment and realizes that the Cat is Felicia's father. Peter then deduces that Doctor Octopus was blackmailing Anastasia by threatening to tell the world about her criminal husband.

Later that night, Doctor Octopus goes to a warehouse. However, Doctor Octopus is attacked by a group of armed thugs. The thugs hit Doc Ock with knockout gas and he passes out. The next day Doctor Octopus awakes on an air plane and sees the Kingpin standing in front of him. Kingpin asks Doctor Octopus if he will cooperate with him. When Doc Ock refuses Kingpin opens a trap door on the airplane and Doc Ock nearly falls out. Doctor Octopus then agrees to listen to Kingpin. Kingpin then takes Doctor Octopus to another room where Herbert Landon is. Kingpin and Herbert Landon tell Doctor Octopus that they are going to communicate with Chameleon who is being held in a secret military prison. When Doctor Octopus asks how they are going to communicate with him, Kingpin answers that the last time he and Chameleon worked together he had Landon infuse Chameleon with a techno-organic virus which turned him into a cyborg and purposely allowed him to be captured by the police. These cybernetic upgrades allow Chameleon to transform without his Image Inducer, send out a homing signal and gave him video cameras in his eyes so Kingpin could see what he sees on a computer. Kingpin knew that since Chameleon was such a danger to the world he would be placed in S.H.I.E.L.D. custody which he was. Chameleon shows Kingpin, Doctor Octopus and Landon that the man in the cell next to him is John Hardesky. Kingpin then tells Doctor Octopus that Hardesky has a secret that is worth a king's ransom.

Back at the Daily Bugle, Peter is continuing his research on John Hardesky. As Peter is looking at pictures of John Hardesky that were taken during his trial he notices that the same man is always near Hardesky. As Peter prints out a picture of this man he recognizes him. Peter prints out a picture of the man and draws an eye patch over his left eye and realizes that it is Nick Fury, the director of S.H.I.E.L.D. Peter wants to know what Fury's connection to Hardesky is and steals J. Jonah Jameson's communication badge.

Spider-Man goes to the top of the Empire State Building and activates the badge. Within seconds several S.H.I.EL.D. agents arrive and capture Spider-Man and take him to Nick Fury on the S.H.I.E.L.D. helicarrier. Spider-Man tells Fury that he needs information on the Cat. However, Fury replies that he can't give him any classified information and orders Agent X to take him back to New York City as he leaves the room. Spider-Man subdues Agent X and downloads the information he needs about John Hardesky on to a disc. As Spider-Man finishes downloading the information he needs S.H.I.E.L.D. is attacked by Kingpin's men. However, Kingpin's attack is just a distraction that allows Chameleon to disguise himself as Nick Fury and he escapes his cell by tricking a S.H.I.E.L.D. agent into letting him out. Chameleon also releases John Hardesky. Chameleon takes Hardesky to a helipad where Hardesky is taken away by Kingpin's men. Chameleon then takes the appearance of John Hardesky and allows himself to be captured by S.H.I.E.L.D. agents so they would think Hardesky was still in their custody.

Back home, Peter reads the files he downloaded from S.H.I.E.L.D.'s computers and learns why John Hardesky was taken into S.H.I.E.L.D. custody. In 1943 John Hardesky, who was thirteen at the time, was hired by who he thought was the U.S. military to spy on Nazi spies operating in the U.S. Hardesky broke into a building and witnessed scientist turn an average man into a super soldier. While no one was looking Hardesky memorized the formula for the super soldier serum. Before Hardesky left the facility he heard the scientist in charge of the project dub their soldier Captain America. However, one of the technicians was really a Nazi spy and sabotaged the super soldier program. Hardesky returned to the men that hired him but wondered why they would name their soldier Captain America if they were Nazis. Hardesky quickly realized that he had been tricked and that they were really the Nazis. Hardesky swore that he would never reveal the secret of the Super Soldier Serum and ran off. Red Skull then ordered his men to follow Hardesky but he escaped. As an adult John Hardesky became a burglar called The Cat. However, Hardesky was arrested by S.H.I.E.L.D. to keep the super soldier serum from falling into the wrong hands. Peter then wonders how he should tell Felicia that her father is still alive.

At that moment, Felicia is kidnapped by Doctor Octopus. A short while later Spider-Man arrives at Felicia's apartment and sees that there was a struggle there and Felicia is missing. Later at Crime Central, Hardesky tells Kingpin that he will never give him the formula to the super soldier serum. As Doctor Octopus brings Felicia into Kingpin's office, Kingpin introduces her to Hardesky and reveals to Felicia that John Hardesky is her father. Kingpin then threatens to harm Felicia unless Hardesky gives him the formula.


Actor Role
Christopher Daniel Barnes Spider-Man / Peter Parker
Jennifer Hale Felicia Hardy
David Hayter Brace Huntington
John Phillip Law John Hardesky / The Cat
Nita Talbot Anastasia Hardy
Efrem Zimbalist Jr. Doctor Octopus / Otto Octavius
Roscoe Lee Browne Kingpin / Wilson Fisk
David Warner Herbert Landon
Red Skull
Jack Angel Nick Fury
(Disguised as Nick Fury)
Bob Bergen Additional voices
Adam Hendershott Additional voices
Rachel Davies Agent X
Uncredited (Child) Felicia Hardy
Uncredited Captain America / Steve Rogers
Uncredited Heinz Kruger
Uncredited Joseph Reinstein
Uncredited (Teenage) John Hardesky
Philip Abbott Nick Fury
(Reused footage)



  • Manhattan
  • Queens
  • Unknown
  • Rebirth laboratory
  • Red Skull's hideout



  • Spider-Man mentions losing Mary Jane which happened in Turning Point.
  • Spider-Man mentions Felicia losing Michael Morbius which happened in The Immortal Vampire when Morbius was transformed into a giant bat creature.
  • When Doctor Octopus uses his mechanical arms to capture Felicia, he says that it is good to hold her in his arms again. This is a reference to when Doctor Octopus kidnapped Felicia in Doctor Octopus: Armed and Dangerous.
  • Kingpin reveals that in The Man Without Fear, he allowed Chameleon to be captured so he could learn the location of John Hardesky.
  • Peter has a flashback to Day of the Chameleon when Nick Fury talked to J. Jonah Jameson.
  • Nick Fury also mentions the last time they crossed Spider-Man which happened in Day of the Chameleon.


  • Doctor Octopus says that he wants to test Spider-Man's pain receptors. The scientific term for pain receptor is nociceptor.
  • When Peter is looking at pictures of John Hardesky's trial he sees Nick Fury who still has both eyes. However, it is stated in Day of the Chameleon that Fury lost his left eye during World War II, before he joined S.H.I.E.L.D. A possible explanation is that Nick Fury was wearing a glass eye at John Hardesky's trial.
  • On Disney+ when Spider-Man talks about The Goblin the episode's subtitles read "The Gargan".
  • Spider-Man calls the S.H.I.E.L.D. helicarrier a "castle in the sky". There is an anime movie called Castle in the Sky that was produced by Studio Ghibli. John Semper wrote the English language script for Castle in the Sky.
  • David Hayter who voices Brace Huntington in this episode would later voice Captain America in season five. Steve Rogers has a single line of dialogue in this episode but it is unknown if he is voiced by David Hayter since Captain America is not listed in the cast credits.
  • One of the Nazi spies has a toothbrush mustache just like Adolf Hitler.
  • The title of this episode contained a typo when it aired on Fox Kids: "Partners in Dangers".
  • John Semper Jr. was a fan of John Phillip Law from movies such as Barbarella and Danger: Diabolik. Because John Phillip Law had such a deep voice, John Semper always assumed that he was dubbed by another actor in all his movies. However, when John Semper met John Phillip Law at a convention, he was surprised to learn that the voice he always heard in John Phillip Law's movies was his actual voice. John Semper then asked John Phillip Law if he would voice John Hardesky in this two part episode and he agreed.

Episode review

A review by Amazing Spidey from Marvel Animation Age

After a three year plus wait, we are finally introduced to Black Cat, having only seen her as Felicia Hardy beforehand. As one of the few comic book characters I was aware about before I saw the end of the show, it was interesting to see how they would finally introduce her. I felt it would be too difficult a transaction to see her becoming a super villain, even as a 9 year old. Luckily, so did the show's writing staff.

I especially liked how the show linked her origin to that of Captain America's. The super soldier formula subplot was great motivation for Kingpin. The series did have a few episodes which featured Kingpin in which his presence simply wasn't needed. This episode, however, was not one of them.

Her introduction was handled especially well, specifically the relationship with her long lost father, who was being held by S.H.I.E.L.D. Given the number of times she'd been kidnapped or attacked by some super villain, it also defied logic she would become just another clown in spandex for Spider-Man to fight, so they had her learn that with great power comes great responsibility. I thought this was a very clever move.

Whilst it's true she did get annoying in several episodes, her debut was good, arguably her best episode. It wasn't until we got more Morbius episodes that I felt the show started something of a downward spiral. Hale herself did manage to create another, seperate voice from Felicia, only her 'superhero' voice came across as really arrogant a lot of the time. BC's design wasn't too bad, but it usually suffered from some terrible coloring. This season was easily the worst looking of the whole five.

The Kingpin naturally was involved here and he actually helped the plot move along nicely instead of simply being in the way, or there for the hell of it, like he does in some episodes. Doc Ock on the other hand, was more or less wasted here. What could've been a great sequel to his connection with the Hardy's from Doctor Octopus: Armed and Dangerous was quickly forgotten about, and he became a hired thug. Aside from kidnapping Felicia, he didn't actually do anything in this episode. Doc Ock is wasted yet again.

Despite some dodgy parts at the beginning of the episode (him spinning around the flagpole may be the laziest use of animation this show did), the animation in this episode was almost the quality of that of the first season. Spider-Man himself looked awesome throughout!

Whilst this wasn't too bad an episode, it's conclusion overshadowed it.


Spider-Man: "Mary Jane is gone. Gone! She wasn't the Goblin's real target. It's all my fault. Now I see her face everywhere I look. I need to talk to somebody before I explode. But who? Who can understand the pain of this kind of loss? Felicia! After what happened to Michael Morbius she known what it means to lose someone you love."

John Hardesky: "Come in, Felicia. What are you doing up at this hour, hmm?"
Felicia Hardy: "I like being up late. That's when I get to see you, Daddy."
John Hardesky: "We're very much alike, kitten. We're both most comfortable when we're wrapped in the dark blanket of the night."

(Doctor Octopus grabs Felicia with his mechanical arms.)
Doctor Octopus: "Young Ms. Hardy! How very nice to hold you in my arms again."
Anastasia Hardy: Don't hurt her. I'll do anything you say."
Doctor Octopus: "Of course you will! You're completely at the mercy of Doctor Octopus!"

Doctor Octopus: "Scream all you want, my dear. No one can hear."

Doctor Octopus: "How could you have known I was here?!"
Spider-Man: "Must be my sense of smell!"
Doctor Octopus: "Let us see how well-developed your pain receptors are."

Doctor Octopus: "I will not rest until I have squeezed the Hardy Foundation dry."

Spider-Man: "I don't understand why they can't keep a creep like him in jail."

Felicia Hardy: "The only good thing in my life is you."

Felicia Hardy: "Why do I always fall for mysterious men? Jason. Hm! Michael, Spider-Man. Men who are wrapped in the dark blanket of the night."

Peter Parker: "Capture And Trial of The Legendary Cat. John Hardesky. Wait a minute, I know that face. John Hardesky is Felicia's father! So this is what Doc Ock was up to. He was probably threatening to embarrass the Hardys by telling the world."

Doctor Octopus: "Who dares to abduct Otto Octavius?"
Kingpin: "Such histrionics, Doctor."
Doctor Octopus: "Kingpin, what is this all about?"
Kingpin: "Your paltry blackmailing scheme against Anastasia Hardy has jeopardized one of my long term projects!"
Doctor Octopus: "I'm listening."
Kingpin: "There will be nothing else to hear until you guarantee me your cooperation."
Doctor Octopus: "I guarantee you nothing!"
Kingpin: "Your choice, Octavius. Either fall in line, or fall seventy stories."
(Kingpin opens a trap door in his plane and Doctor Octopus falls through it. However, Doctor Octopus uses his mechanical arms to grab hold of the plane to keep from falling.)
Doctor Octopus: "Kingpin, I'm sure we can work together to some mutually beneficial conclusion!"
Kingpin: "I knew I could count on you."

"The Chameleon? But isn't he in jail?"

"Exactly, and because he is such a danger to the world, he was incarcerated in the highest security prison ever built. A prison whose very location is a military top secret, just as I expected."

-Doctor Octopus & Kingpin

"That man! It's John Hardesky. The Cat!"

"Exactly. And if what the Chameleon tells us is true, Hardesky holds a secret that is worth a king's ransom. All we have to do is get it."

"But where is this prison in the sky?"

"That is my next surprise. Have you ever heard of S.H.I.E.L.D.?"

-Doctor Octopus & Kingpin

"So where does a guy like Jonah keep a little com badge for a top secret agency. He wouldn't frame it would he?"

-Peter Parker

"If you want good reception head for the top of the world, or at least the top of the city."


"Maybe S.H.I.E.L.D. send one of those flying limos for me."

(A S.H.I.E.L.D. battle jet arrives.)

"Yeah, now that's service."


(Spider-Man after being trapped in a putty-like substance by a S.H.I.E.L.D. agent.)

"Now I know what it feels like to be vacuumed packed."


"Well, long time, no see, Spider-Man. I thought you had your fill of us when we tackled the Chameleon back at the U.N."

"I need information about a criminal named The Cat."

"The Cat? This isn't like ordering a pizza. S.H.I.E.L.D. doesn't deliver classified information within fifteen minutes or the first state secret is free. I regret that I can't help you at all. Take him back and drop him off. Gently this time."

-Nick Fury & Spider-Man

(Spider-Man shoots Agent X with putty and traps her.)

"Well, that will cut down on my webbing expenses."


(S.H.I.E.L.D. is attacked by Kingpin's men.)

"I don't know who's behind this, but it looks like the agency just got caught with their S.H.I.E.L.D. down."


"Young man, the risk you take today could very well tip the scales of the war in our favor."

"I pray it does, sir."

-Professor Reinstein & Steve Rogers

"1943. John Hardesky would have only been a boy of thirteen. Seems that his file begins here, with him creeping into a top secret facility, thinking that he'd been hired by the government to spy on Nazis. Trained as an acrobat, the boy possessed tremendous agility. But Hardesky had one other important skill. . . a photographic memory. And with it, he under took the mission of memorizing a top secret formula. That secret formula held the key to producing an amazing transformation in a normal human being. Young Hardesky realized that what he had seen being made that night was history. It was also tragedy. Hardesky escaped from the exploding complex, but there were new realizations that cloud the success of his mission. John Hardesky grew up to be the Cat. S.H.I.E.L.D. took him into custody to prevent the super soldier formula from falling into the wrong hands. Felicia's mom must ahve changed their name. But what do I tell Felicia? 'Hey, I've got some good news and some bad news? The good news is your father's still alive. The bad news is they've locked him up and thrown away the key because he knows too much.'"

-Peter Parker

"Rogers is merely the first of a new breed of super soldiers who will free the world from the tyranny of the Axis Powers. Gentlemen, meet the new champion of the Allied Forces, Captain America."

-Professor Reinstein

"In the name of the Fatherland, I will destroy this American war machine!"

-Heinz Kruger

"I memorized the formula, but there's something I don't understand. Why would Axis spies name their agent Captain America? They weren't Nazis, were they? You're the Nazis! You're trying to get me to betray my country! I'll never tell anyone the formula! Never!"

-John Hardesky

"I vowed never to reveal that formula to anyone. I may of been a crook, but I am not a traitor to my country. I don't care what you do to me."

"Mr. Hardesky, I have much more persuasive methods at my disposal."

(Doctor Octopus comes in with Felicia Hardy.)

"Impeccable timing."

"Wilson Fisk?! What is the meaning of this?!"

"One might say I have gone into the business of family reunions. How long you enjoy each other's company depends on how well you cooperate with me. Felicia Hardy, allow me to introduce you to your father."

-John Hardesky, Kingpin & Felicia Hardy