The Final Nightmare is the fourteenth and final episode of season two which also wraps up the Neogenic Nightmare story arc. Peter Parker, now an old man, must fight the Vulture to regain his youth. However, things become even more difficult for Spider-Man when Vulture joins forces with Scorpion. This episode also briefly introduces Baron Mordo which leads into the season three premiere.
Now with renewed youth Vulture states that Spider-Man's spider powers has made him more powerful then ever before. Vulture then picks the now elderly Spider-Man up and flies into the air. Vulture flies above the burning building at Toomes Aerodynamics and drops Spider-Man. However, Vulture quickly flies toward Spider-Man and catches him. Vulture then tells Spider-Man that he will need him alive for when he reverts into an old man. However, Toomes Aerodynamics explodes. The explosion distracts Vulture giving Spider-Man enough time to get away. Unknown to Vulture Spider-Man is sticking to the side of the building. However, Spider-Man loses his grip and falls into a dumpster. Spider-Man then realizes that he needs to find a place to hide until his transformation wears off.
Elsewhere Scorpion, wearing a trench coat and fedora, picks up a newspaper and reads an article on how Empire State University won the Toomes Foundation science grant for Neogenics. A man selling the papers says that nobody cares about Neogenics. However, Scorpion says that he cares about it because it could make him normal once more. As Scorpion walks off with the newspaper without paying the cashier stops him. However, Scorpion takes off his trench coat and uses his tail to destroy the newsstand.
At that moment Spider-Man swings overhead, unknown that Scorpion is below him, and wonders why he hasn't gotten younger yet. As Spider-Man web swings through New York City he is unable to grab his web line because of his slowed reflexes and falls to the ground. Spider-Man then comes across two thugs stealing an old woman's purse. As Spider-Man tells them to leave her alone he notices that he also sounds like an old man. Spider-Man attempts to capture the thugs with his webbing but totally misses them. One of the thugs notices that Spider-Man looks frail but they run away. Spider-Man then hands the old woman her purse and takes off his mask, puts on a trench coat, and walks away. As Peter walks down the street he frantically thinks to himself that he must reverse what has happened to him. However, Peter stops to catch his breath. As a bus pulls up the driver asks if he needs a ride and tells him that it's alright if he forgot his senior pass. Peter then gets on the bus and it drives off.
Meanwhile, Norman Osborn is in a helicopter flying toward OsCorp. As Norman looks out his window he sees Vulture flying beside the helicopter. Norman then orders the pilot to shoot him down. As the pilots shoot missiles at Vulture he flies above the plane and uses his laser gun to cause the helicopter to crash. Osborn is able to jump free and open a parachute but Vulture grabs Norman and flies him underneath a bridge. Vulture then reveals to Norman that he is really Adrian Toomes made young by his technology and that he wants revenge on him for taking his company. As Vulture picks up Norman he starts to have a strange feeling. Not only did Vulture absorb Spider-Man youth but his mutation disease as well. As Vulture transforms into a spider creature Norman watches in horror and runs off.
At the Parker house, Peter Parker looks through May Parker's window to see if she is asleep. As soon as Peter sees that she is sleeping he realizes that May won't hear him come in and he scales the side of the house and goes inside. Meanwhile, at the Daily Bugle, J. Jonah Jameson calls Peter's home. As Peter answers that phone Jameson believes he is talking to one of Peter's elderly relatives. Peter tells Jameson that he is sick and cannot take photographs. Before Jameson hangs up he says that Norman Osborn was just attacked by the Vulture. Peter then realizes that people need his help and he calls Curt Connors at Empire State University. Peter tells Dr. Connors of how he was turned into an old man. Connors replies that he might be able to help him and he tells Spider-Man to meet him at the new Neogenics lab in the morning.
A short while later at an asylum Farley Stillwell, who is suffering from a mental breakdown, runs through the hall screaming that Scorpion is trying to get him. Stillwell is then escorted back to his room by some orderlies. As the orderlies bring Stillwell to his room the strap him to his bed an leave. However, the real Scorpion secretly breaks into Stillwell's room and demands that he turn him back into a normal human. Scorpion also tells Stillwell that Toomes Aerodynamics has everything they need to do the job. As some orderlies see Scorpion in Stillwell's room they barge in to try and stop him. However, Scorpion swats the orderlies with his tail and leaves with Stillwell.
The next day Vulture goes to the Neogenics lab and demands Curt Connors' help. Just then Vulture begins to mutate into a giant spider. Connors then reveals that when Vulture drained Spider-Man's youth he also absorbed his mutation disease. Connors continues to tell Vulture that the only way to get rid of the disease is to transfer it back into Spider-Man. However, Vulture tells Connors that he killed Spider-Man. Connors replies that he just talked with Spider-Man and he is still alive. At that moment Scorpion bursts into the Neogenics lab with Farley Stillwell. Vulture attacks Scorpion and Connors tries to get away. However, Vulture grabs Connors and demands to know where Spider-Man is. Frustrated by what is happening Connors begins to transform into the Lizard. However, the transformation stops when Scorpion tackles Vulture. As Scorpion and Vulture begin to fight a giant piece of equipment falls from the ceiling and almost lands on Connors. However, Scorpion grabs the falling debris and throws it out of the way saying that he might need Connors help to make him normal. When Vulture learns that Scorpion wants his files on Neogenics, Vulture proposes that to Scorpion that if he helps him capture Spider-Man he will give him access to his Neogenic research. Scorpion then agrees to help Vulture. To find out where Spider-Man is Scorpion asks Dr. Connors. Curt knows that he will be harmed if he doesn't tell them what they want to know so Connors tells Vulture and Scorpion that Spider-Man should arrive at the Neogenic lab any moment.
Later that day Peter walks down the street and thinks to himself that the worst part about losing his youth is that he won't be there with Mary Jane when she meets her father. As Peter walks up to Mary Jane's house to leave her a note explaining that he won't be with her to meet her father Mary Jane walks outside. Peter says that it was a big mistake to go to her house and runs away. Mary Jane believes that the old man is her father and thinks that he is abandoning her again. As Peter walks down the street he thinks that he is now ruining other people's live and wonders what else can go wrong. At that moment a car nearly runs over Peter. as Peter dodges the car he lands on the sidewalk which is in front of his house. At that moment May Parker walks up to Peter, unaware that the old man is her nephew, and invites him to her house for coffee. Peter accepts and they both sit together and talk. May then goes into her house and gets Peter a sweater. As Peter takes the sweater he thanks May for everything she has done and walks off.
A short while later Spider-Man arrives at the Neogenics lab and meets with Curt Connors. From above Vulture and Scorpion secretly watch Spider-Man. As Spider-Man talks to Connors, Scorpion jumps down and attacks Spider-Man. Scorpion then grabs Spider-Man and Vulture reminds Scorpion that Spider-Man is his but only after he returns the mutation disease to Spider-Man's body. Spider-Man feels betrayed by Connors and Connors apologizes to him.
Hours later Curt Connors finishes reprogramming Vultures gauntlets so that Vulture can transfer the mutation disease back into Spider-Man. As Vulture grabs Spider-Man he activates the gloves. However, instead of transferring the mutation disease back to Spider-Man the gauntlets cause Spider-Man to regain his youth. Vulture then realizes that Curt Connors double-crossed him and then Vulture once again begins to mutate into the Man-Spider creature. Scorpion grabs Connors and threatens to harm him if hr attempts to double-cross him when he turns him back into a normal human. However, Spider-Man tackles Scorpion. As Spider-Man and Scorpion fight Stillwell activates the self-destruct system in the Neogenic Recombinator. Connors attempts to stop Stillwell and tells him that the Neogenic Recombinator is his only hope to cure himself. Stillwell asks what he needs a cure for. At that moment Connors begins to transform into the Lizard. As Stillwell watches Connors transform he is horrified by what he sees.
As Spider-Man continues to fight Scorpion, Spider-Man sees that Connors is now the Lizard and that he is going after Stillwell. Spider-Man web swings over and tackles Lizard to the ground. As Spider-Man stands up his spider sense tingles and as he jumps out of the way Scorpion and Lizard butt heads. At that moment Stillwell shouts to everyone to get out of the building because the Neogenic Recombinator is about to explode. As Scorpion runs off Lizard is hit by the beam from the Neogenic Recombinator and is transformed back into a human. As Stillwell runs out of the building Spider-Man picks up Connors and gets him to safety before the Neogenics lab explodes.
As Spider-Man and Dr. Connors get outside Spider-Man asks Connors if he is alright. Curt answers that he is fine and asks what happened to Vulture and Scorpion. As Spider-Man looks at the burning building he says that it doesn't looks like Scorpion and Vulture made it out before the explosion. Spider-Man then says that he feels better then ever before. Connors then reveals to Spider-Man that when he returned his youth to him he was able to keep the mutation disease in Vulture's body. At that moment Dr. Stillwell walks up and says that the nightmare that was caused by Neogenics is now over and that the secrets to Neogenics are locked inside his mind. Curt attempts to plead with Stillwell saying that he still needs Neogenics to find a cure for himself. However, Stillwell tells Connors that Neogenics is too unpredictable and walks away.
From the sky above Vulture, now a Man-Spider creature, is infuriated that the Neogenics lab is destroyed because it could have been used to find a cure for himself. Vulture then decides to hide so that nobody can see him as a monster.
Unknown to Spider-Man, Scorpion also survived the explosion. As Scorpion looks around at the burning laboratory he realizes that his chance to be normal again is gone and he screams out in anger.
As Spider-Man web swings through New York City he is glad that he no longer has to worry about the mutation disease. Spider-Man then remembers that Mary Jane is meeting her father that night and goes to be with her. Minutes later Mary Jane is outside waiting for Peter. Mary Jane believes that Peter let her down again. Just then a man walks up to Mary Jane whom she believes is her father. Seconds later Peter arrives and sees Mary Jane walk around the corner of a building with the man. As Peter runs around the corner he sees that Mary Jane and the man have vanished and wonders how they could have done that and where he took Mary Jane.
|Christopher Daniel Barnes||Young Spider-Man / Peter Parker|
|Alan Johnson||Young Vulture / Adrian Toomes|
|Martin Landau||Scorpion / Mac Gargan|
|Peter Mark Richman||Old Spider-Man / Peter Parker|
|Joseph Campanella||Curt Connors|
|Michael Rye||Farley Stillwell|
|Neil Ross||Norman Osborn|
|Linda Gary||May Parker|
|Ed Asner||J. Jonah Jameson|
|Rodney Saulsberry||Joseph Robertson|
|Sara Ballantine||Mary Jane Watson|
- This episode picks up directly where Shriek of the Vulture left off.
- The article on the newspaper that Scorpion reads is about ESU winning the Toomes Foundation grant for Neogenics research.
- When the orderlies bring Farley Stillwell to his room one of the orderlies mentions that Stillwell is the person that created the Scorpion. At that same moment Stillwell has a flashback to when he turned Mac Gargan into the Scorpion which happened in the episode, The Sting of the Scorpion.
- Toward the end of the episode Farley Stillwell mentions that several months ago Curt Connors warned him against the dangers of Neogenics. In the episode, The Sting of the Scorpion, when Scorpion went crazy Stillwell mentions that Connors had warned him but he ignored his warnings and used Neogenics to turn Mac Gargan into the Scorpion.
- This episode and Shriek of the Vulture appear to be based on The Amazing Spider-Man #387 (1994). In this issue Vulture drained Spider-Man of his youth making himself younger.
- 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.
- When Vulture drops Spider-Man he shouts geronimo. Geronimo was a battle cry used by paratroopers, especially during World War II, while jumping from an airplane.
- In one scene Spider-Man falls into a dumpster with the name General's Fried Chicken on it. This is a reference to the real life restaurant, Kentucky Fried Chicken, also known as KFC, which was started by Col. Harland Sanders on March 20, 1930. KFC is known for their fried chicken which is seasoned with eleven herbs and spices.
- The asylum that Farley Stillwell is in might be the Ravencroft Institute for the Criminally Insane. However, since the asylum is not named on screen it is unknown whether this is Ravencroft of not.
- Farley Stillwell might be suffering from schizophrenia in this episode.
- In Ravages of Time, Curt Connors said that he was apparently cured of being the Lizard because of exposure to the power of the Tablet of Time. However, in this episode Connors transformed into the Lizard toward the end of the episode.
- This episode marks one of only three times in the entire series that Spider-Man throws a punch. Spider-Man attempts to hit Scorpion but Scorpion dodges his attacks and Spider-Man misses him.
- Several scenes during Spider-Man's fight with Scorpion at the Neogenics lab is reused footage from The Sting of the Scorpion. In particular Spider-Man and Scorpion's final fight at OsCorp.
A review by Amazing Spidey from Marvel Animation Age
Well, after a full season long story, it came to this, the final chapter of The Neogenic Nightmare. It was certainly a surprising on, specifically the scene where Vulture attacks Osborn, only to become the Man-Spider; he learned that when he absorbed Spider-Man's youth, he also took his disease. I thought that was awesome. I didn't see it coming, I gotta admit. When this series wanted to be, it was completely and utterly unpredictable.
As with most of the season finales, this one was overrun with characters. The Scorpion and Farley Stillwell were added to the mix and Connors became the Lizard again. Scorpion wasn't really needed, and his story could've easily been translated into another episode on it's own. The Scorpion was actually very interesting in some episodes, only wanting to seek a cure and get married (!). In others, he confuses the viewers and pulls a 180. There was no need for him to be in The Wedding or the Six Forgotten Warriors episodes      at all. Whether or not the Scorpion wasn't selling is unknown but still, he was a great character, when used right.
The subplot with Mary Jane and her father was a confusing one; she disappeared within seconds of turning around the corner. For a cliffhanger we had to wait months for, well. . . it could've been done better. Other than that, this episode was a great finish to a daring and unique story line, which arguably changed the way Saturday morning cartoons worked. Before the Neogenic Nightmare, a full season dedicated to one story was unheard of, never mind executed so well. Unfortunately, networks rarely allow these stories to be told anymore. The Neogenic Nightmare could very well be one of the last of it's kind.
"Now I'm the one with the power. More then I've ever felt before. Come lets have a test flight. Incredible, I have new speed, new agility. Now I know how you must feel. Correction! How you use to feel! There's a word we old aviators once said. . . geronimo!"
"You see I'll be needing you and your strength again, and again, and again!"
"Where can I hide until this transformation wears off?"
- -Peter Parker
"Hey pal. Slow night for news eh. I mean nobody cares what this Neogenic stuffs all about."
"I care. Neogenics is about getting a second chance. One last break to get back into the human race and be like everyone else again. That's what Neogenics is."
- -News stand owner & Scorpion
"Web slinging is agony! I'm really losin' it."
"Thank you Spider-Man. You saved me."
"Really it was nothing. I guess we old folks have to stick together."
"I had no idea you were a senior citizen."
"It's the job. It ages you."
- -Old woman & Spider-Man
"Not so fast Osborn. I want to savor this. Endgame Norman."
"Who are you?"
"Your worst nightmare. I am Adrian Toomes."
"It's a long story and I don't have time. Neither do you."
- -Vulture & Norman Osborn
"Robbie, why is it that having no sense of responsibility goes hand in hand with being young."
- -J. Jonah Jameson
"He's like this every night. What's his story?"
"Remember the Scorpion?"
"Well Stillwell's the one who created him."
"No way. This guy?"
"He was a genius right on the cutting edge."
"Well he's over the edge now."
- -Two orderlies
"You. Your not real!"
"Oh but I am pally. If I was a hallucination could I do this?"
(Scorpion rips restraints off Stillwell and lifts him into the air.)
"Please, don't hurt me!"
"Stillwell, I've had time to think about what you've done to me. And guess what I've decided? Since I'm your creation I'm your responsibility. You gotta turn me back into the man I was!I wanna be plain old Mac Gargan again."
"What can I do for you here?"
"Not here. At Toomes Aerodynamics. Come on Stillwell. Now that I've got you I'm gonna make it so both are nightmares are gonna end."
- -Scorpion & Farley Stillwell
"I could make you do what I want but I plan to squash Spider-Man sooner of later anyway. It's a deal."
"The worst part of all this is I can't be there with Mary Jane when she meets her father. But at least I'll leave her a note. It's amazing how aging fifty years can change your plans."
- -Peter Parker
"She's so nice. Even to a total stranger. If I don't become myself again she'll worry herself sick about me. And if I'm gone who will there be to take care of her."
- -Peter Parker
"Connors gave me back my youth and powers. Did the transformation work all the way?"
(Peter pulls up his mask and looks at his reflection in a window to see that he is young again.)
"Like a charm."
"Scorpion, help me! Change me back! Hurry!"
(Scorpion grabs Curt Connors.)
"You might have double-crossed the Vulture but your not gonna pull any tricks on me."
(Spider-Man tackles Scorpion.)
- -Spider-Man, Vulture, & Scorpion
"I'll make sure that monsters like the Scorpion are never created by Neogenics again."
- -Farley Stillwell
"Here's a little present, creep."
"I sense hostility. Go with your feelings. Vent."
- -Scorpion & Spider-Man
"Doc are you okay!"
"I think so. But what about the Scorpion and the Vulture?"
"It doesn't look like they made it."
"How are you feeling?"
"Terrific! Better then I've ever felt before!"
"That's because your finally cured of your disease."
"I am? But how did you do that?"
"When I caused your youth energy to return to you I made the mutating aspect of your DNA stay in the Vulture. You regained your youth and super powers but you'll never have to worry about mutating into the Man-Spider again."
"So the nightmare of Neogenics is finally over. With the data destroyed the secret's locked in here. Forever."
"But Farley, I still needed to cure myself!"
"I'm sorry Connors. But you were right all those months ago. The technology's not worth the risk. It is too unpredictable. You can try to recreate my work but his time your on your own. You'll never see me again."
- -Spider-Man, Curt Connors, & Farley Stillwell
"Destroyed! All destroyed! I've got to hide where no one can see me!"
- -Vulture (now a Man-Spider creature)
"I don't see anybody. They're gone. All of them. And so is my chance to be normal again! No no no no no no!"
"I still can't believe it. Finally I'm cured. I don't have to worry about that mutation hanging over me anymore. Now I can turn my attention to the woman who needs me. Mary Jane. I told her I'd be with her when she meets her father. Now I can keep that promise. If I'm not too late."
(Peter sees Mary Jane walking away away with a strange man.)
(Peter rounds the corner of a building to discover that Mary Jane and the man have vanished.)
"She's gone! But, but how? Where?"
- -Peter Parker