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The Insidious Six is the first episode of season two and the first episode in a season long story arc known as Neogenic Nightmare. This episode introduces the super villain team the Insidious Six and the villains Silvermane and Hammerhead. This episode also introduces (a pre-vampiric) Michael Morbius who later this season would become a major recurring villain. Spider-Man must battle all these threats while losing his spider powers.



From atop a building Spider-Man looks down at the people in New York City and thinks out loud that he bets everyone down there has someone that they are close to. Spider-Man then jokingly says that Bruce the gargoyle is always there for him and then web swings away. While web swinging Spider-Man mentions that he wishes he had someone prettier to talk to like Felicia Hardy or Mary Jane Watson. However, Spider-Man convinces himself that no woman can commit to a guy that sneaks off to crawl on walls. As Spider-Man sticks to the wall of a near by building he loses his grip and begins to fall. However, Spider-Man is able to grab a ledge on the building before he can hit the ground. Spider-Man wonders what is going on but realizes that his powers are back. As Spider-Man starts to climb the wall again his spider powers fade once more and he falls again. However, Spider-Man's life is saved by falling into a dumpster filled with feathers.


Later that night all the crime lords in New York City meet and Kingpin reports on how well their criminal activities are going. However, a crime lord called Silvermane presses a button which activates wires that bind Kingpin to his chair. As Kingpin demands to know what is going on Silvermane answers that Kingpin is losing control of his territory and that it will soon cost the Crime Cartel money. Silvermane also tells Kingpin that the Cartel is losing respect for him. Kingpin is then easily able to break out of the wires and grabs Silvermane by his jacket. As Kingpin looks at the members of the cartel he asks who it is that is losing respect for him and directly calls out Hammerhead and Owl. Kingpin then tells the crime lords that he has already started an operation to kill Spider-Man and that soon he will be finished.


A short while later a tiny robot breaks into a prison and enters the cell of the Chameleon. The tiny robot then hands Chameleon his image inducer and a communicator allowing Alistair Smythe to talk to him. Alistar then greets Chameleon and tells him that a helicopter will land in the main yard in fifteen minutes. As a guard walks by he looks into Chameleon's cell and sees Warden Davis in there and unlocks the cell to let him out. However, Chameleon changes into the guard and is able to lock him in there. Chameleon then frees Mac GarganQuentin Beck, and Shocker. The three of them then go to a locker room and retrieve their costumes and equipment. Mysterio then released a smoke screen making then invisible before they could be caught by the guards. As they approach Rhino's cell Shocker attempts to blast it open but fails. Chameleon then tells Shocker that he has the keys and unlocks the cell freeing Rhino. They then head to Doctor Octopus' cell and Shocker blasts the shackles on the wall that are holding his mechanical arms in place. The six criminals then ran out to the courtyard where they were fired on by the prison guards. However, a helicopter landed and they got on and the helicopter flew off.


The helicopter then takes them to an abandoned warehouse. Over an intercom Kingpin welcomes the villains and calls them his Insidious Six. Doctor Octopus then demands to known who he is and what he wants from them. Kingpin answers that he is their new leader and that the six of them are his ultimate weapon. At that moment Spider-Man appears above their heads on the skylight. As Shocker fires a blast at Spider-Man from his Vibro-Shock Gauntlets Spider-Man jumps out of the way. Spider-Man then clings to the wall and Doctor Octopus attempts to hit him with his mechanical arms. As Spider-Man jumps to the ground Scorpion tackles him. As Spider-Man stands up Rhino charges at him and when Spider-Man hits the wall he explodes. As they look at his body they see that it was really a robot. However, Rhino believed it was the real Spider-Man but was corrected by Doctor Octopus. Kingpin and Smythe then enter the room. Kingpin proposes that they work together. However, Doctor Octopus and Mysterio say that they want to handle Spider-Man on their own. Kingpin then reminds all of them that the last time they worked on their own they all ended up in prison. Mysterio then agrees to join Kingpin's Insidious Six. However, Doctor Octopus replied that he was a scientist and not some thug for hire. However, Kingpin promised Doctor Octopus that he could provide him with the finest laboratory in the world. After hearing this Doctor Octopus decides to join his team and thus the Insidious Six is born.


The next night Spider-Man spends the entire night searching for the criminals. As morning comes Spider-Man shoots his web at a news stand and uses it to grab a newspaper and leaves money to pay for it. As Spider-Man reads a story about the six escaped criminals he thinks to himself that even though he has his powers back he has to worry about them now. As Spider-Man swings through the city he says to himself that it is strange that none of the six criminals have committed any crimes yet. Spider-Man then sticks to the side of a building but his powers start to wane and he starts to fall to the ground. However, he hits awning which slows his fall as he hits the ground. As he gets he Spider-Man frantically begins to wonder what is happening to his spider powers. As Spider-Man runs through Central Park he remembered that he left his street clothes on a high ledge and with his powers gone is unable to get to them. Spider-Man then realizes that he must hide because it would be far too easy for one of his enemies to grab him. As Spider-Man runs past a clothes line he grabs a blanket and wraps it around him so that he could hide his costume from Aunt May and takes off his mask. As Peter goes inside his house, May sees him and asks where he has been. Peter answers that he went jogging. However, May is confused as to why he would go jogging with a blanket wrapped around him. Peter then goes to his room and takes a nap from 7:00 P.M. to 9:30 P.M. and when he wakes up he climbs up the wall of his room onto the ceiling and discovers that his powers have returned. However, as Peter goes downstairs Aunt May tells him that he has been asleep all day yesterday and all night. Upon hearing this Peter realizes that he is late for Curt Connors' class and rushes to Empire State University.

Michael Morbius

Meanwhile at ESU, Dr. Connors is giving a lesson on a new type of science called Neogenics which will allow the scientists to explore and manipulate DNA. Curt continues to tell his class that Neogenics was invented by Dr. Farley Stillwell and that it is one of the most important achievements of the century. Curt goes on to say that the Toomes Foundation might be giving Empire State University grant money to continue their research on Neogenics if they can convince them how important Neogenics is. Connors then challenges his students to create an original Neogenics experiment and says that the winner will get the job as his research assistant if the Toomes grant is awarded to Empire State University. At that moment Peter enters Connors' class right as it ends. As Peter leaves his class he is followed by Debra Whitman who makes jokes about him being late for class. As Peter starts to walk off he is stopped by an ESU student named Michael Morbius who says that he thought Peter would be his main competition but reveals that he no longer feels that he is a threat. Just then Felicia Hardy runs up and says hi to Peter. However, Morbius gets between them and he introduces himself to her. Felicia then grabs Peter's hand and walks off with him and asks him to escort her to the opening of Hardy Foundation's new science center. As Peter asks if it is a date Felicia replies that it is and that she wants him to come because he is the only one she knows that can explain all the scientific terms to her. Flash Thompson then complains to Peter about J. Jonah Jameson calling a group of villains the "Spider-Man Six." However, Peter has no idea what he is talking about. Flash then takes out a mini-tv and shows Peter news footage of Spider-Man and five other criminals working together to commit crimes. Peter quickly runs off and changes into his Spider-Man costume.


Moments later Spider-Man arrives at the scene of the crime and confronts Rhino. However, as Spider-Man leaps out of the way he is attacked by Shocker, Chameleon, and Scorpion. Knowing that he is outmatched Spider-Man runs into a parking garage and the doors shut behind him. However, a train heads for him but Spider-Man realizes that it is just another one of Mysterio's illusions. Just as Mysterio is about to kill Spider-Man, Doctor Octopus uses his mechanical arms to force open the door and grabs him. As the other five gather around Scorpion steps forward and demands that he be the one to kill Spider-Man. However, Doctor Octopus calls him names. This makes Scorpion angry and he hits Doctor Octopus with his tail. A fight then ensues between the members of the Insidious Six and during the fight Shocker accidentally fires a blast a Doc Ock's tail which causes Doctor Octopus to lose his grip on Spider-Man. As Spider-Man runs off he attempts to climb a wall to escape but learns that once more his powers are gone. To defend himself Spider-Man uses his Web-Shooters to shoot a web line at Ock's mechanical arms. However, without his spider strength Ock is able to throw him across the street. As Spider-Man stood up his arm was in pain and he realized that without his spider strength Ock was almost able to tear his arm off. Shocker then fires a sound blast at Spider-Man but Spidey is able to dodge it. As Spider-Man start to run away Scorpion slams his tail against the sidewalk causing it to cave in. As Spider-Man falls into the subway he lands atop a subway train. Doctor Octopus attempts to grab him with his mechanical arms but misses him. Scorpion then chases after the subway train. However, as Scorpion gets on top of the moving subway he sees that Spider-Man has vanished. While not paying attention as the subway travels Scorpion hits a low hanging metal rod and is knocked off the subway. Inside the subway Peter (now wearing his street clothes) decides that he must find out why he keeps losing his powers.

Curt Connors running tests on Spider-Man

Peter then changes back into his Spider-Man costume and goes to Empire State University to see Curt Connors. Spider-Man tells Curt about his power loss and Curt takes a sample of Spider-Man's DNA. After examining Spider-Man's DNA Connors tells him that his DNA's structure is changing. As Spider-Man asks what he is changing into Curt answers that he doesn't know but he will help him find out. After running some tests Connors discovers that Neogenics was somehow involved in giving him his powers. As Connors continues to run tests on Spider-Man, Spidey remembers back to when he first got his powers. On the day he got his powers Peter was watching an early experiment on Neogenics which was being conducted by Dr. Farley Stillwell. Without anybody noticing a tiny spider got into the path of the radioactive beam and then crawled onto Peter's hand and bit him giving him his powers. Connors then finishes his tests on Spider-Man and Spider-Man asks him what is happening to him. Curt answers that he needs to do more tests to be sure but he thinks that Spider-Man's DNA may have mutated permanently and that for all he knows his powers could be gone.


Later that day from Crime Central, Kingpin communicates with the members of the Insidious Six and orders them to search the city for Spider-Man. The Insidious Six then go their separate ways in search for the wall crawler. Just then a bus drives by them which has Peter Parker inside. As Peter gets off at his stop he thinks to himself that his life as Spider-Man is over. Peter gets excited because he knows that without the responsibility of being Spider-Man he will have time to study and go on dates. However, as Peter thinks this to himself he remembers that he was supposed to meet Felicia and hurries off.


That night Scorpion approaches Peter Parker's house dressed in a trench coat and fedora. Scorpion is then confronted by Doctor Octopus and asks where he is going. As Scorpion orders Doctor Octopus to get out of his way Ock uses his mechanical arms to grab Scorpion's tail and arms. Scorpion answers that he id going to Peter Parker's house because he always takes photos of Spider-Man for the Daily Bugle and that he plans to follow him until he leads him to Spider-Man. However, Doctor Octopus knows that Scorpion will mess things up so Doc Ock tells Scorpion to follow him to see how this should be done.


At that moment Felicia called May from a pay phone and asked her if she knew where Peter was. May replied that she didn't know and as Felicia hangs up the phone a thief steals Felicia's purse and runs off. However, the thief is stopped by Michael Morbius and as the police arrive the thief drops the purse and runs off. As Morbius realizes who she is he asks if she is Peter's girlfriend. Felicia answers that Peter is not her boyfriend and that she isn't even sure she wants to be his friend. 


Back at the Parker house May is in the kitchen cooking dinner. As the doorbell rings May walks to the door and answers it to find Doctor Octopus (hiding his mechanical arms under a trench coat) who introduces himself as Dr. Otto Octavius and lies to  May telling her that Pet collapsed on the street and that it was near his clinic and that he took Peter there. May worried for Peter asks Doctor Octopus to take her to Peter which he agrees unaware that Octavius is really kidnapping her. A short while later Peter arrives home and notices that May is not home. Peter realizes that something is wrong and thinks to himself that if he still had his spider sense it would probably be going crazy. As Peter enters that kitchen he finds a not saying that if he wants his aunt back he will tell Spider-Man to go to 636 Battery St. immediately. Peter knows that even without his powers he can not fail his Aunt May and decides to go save her.


Meanwhile, at the clinic May asks Octavius when she can see Peter and he answers that she will be able to see him very soon. From the security room Smythe, Rhino, Shocker, Chameleon, Mysterio, and Scorpion watch both Doctor Octopus and May on a monitor. As Shocker looks at another monitor he sees Spider-Man and tells the others of his arrival. Shocker is confused as to why Spider-Man is coming to them on foot and thinks that he must have some trick up his sleeve. Just then Smythe contacts Doctor Octopus and he goes to meet the others. Spider-Man then enters the clinic but falls through a trap door leading to the basement. As Spider-Man looks around he sees Aunt May lying on a table and starts to walk over to her.


However, Mysterio appears out of a smoke screen and Doctor Octopus, Rhino, Shocker, and Scorpion jump down. May then sits up. However, she is revealed to be the Chameleon who changes into a witch-like appearance and asks if he is ready for the end.


Actor Role
Christopher Daniel Barnes Spider-Man / Peter Parker
Linda Gary May Parker
Chameleon disguised as May Parker
Jennifer Hale Felicia Hardy
Patrick Labyorteaux Flash Thompson
Liz Georges Debra Whitman
Joseph Campanella Curt Connors
Martin Landau Scorpion / Mac Gargan
Efrem Zimbalist Jr. Doctor Octopus / Otto Octavius
Gregg Berger Mysterio / Quentin Beck
Don Stark Rhino
Jim Cummings Shocker
Roscoe Lee Browne Kingpin / Wilson Fisk
Chameleon disguised as Kingpin
Maxwell Caulfield Alistair Smythe
Jeff Corey Silvermane
Nicky Blair Hammerhead
Nick Jameson Michael Morbius
Sara Ballantine Mary Jane Watson
Ed Asner J. Jonah Jameson
Michael Rye Farley Stillwell



  • Manhattan
  • Queens
  • Upstate New York
  • Prison



  • At the beginning of the episode where Spider-Man tells Bruce that he doesn't have anybody close could be a reference to the end of Day of the Chameleon where Mary Jane Watson slapped Peter across the face for missing her show.
  • After Spider-Man says that he wishes he could talk to Felicia Hardy he remembers back to when he danced with her at the Hardy Foundation party which happened in the episode The Spider Slayer.
  • After Spider-Man says that he wishes he could talk to Mary Jane he remembers back to when she asked him to walk her to class in the episode The Menace of Mysterio.
  • While Scorpion, Mysterio, and Doctor Octopus do not know who Kingpin is at first Shocker and Rhino know exactly who he is. Rhino previously worked for Kingpin in The Alien Costume, Part I and Shocker was hired by the Kingpin in The Alien Costume, Part II.
  • When Curt Connors agrees to help Spider-Man find out what he is changing into he says "I owe you that much for what you've done for me in the past." This is a reference to when Spider-Man helped turn him back to a human after he turned himself into a giant lizard which happened in Night of the Lizard.


  • This two part episode is based on Amazing Spider-Man Annual #1 (1964) which is where Doctor Octopus first formed the Sinister Six and Spider-Man had to fight them while losing his powers.
  • The scene at the beginning where Spider-Man remembers Mary Jane talking to him at the end of The Menace of Mysterio has different dialogue then the actual episode.
  • In The Menace of Mysterio, Mary Jane says "We both haven't been our selves lately. Care to walk me to class?"
  • In The Insidious Six, Mary Jane says "Tiger, you just hit the jackpot again. Care to walk me to class?"
  • Chameleon's skin appears to be bleached white instead of wearing a white mask as he did in the comics.
  • Shocker is the only villain that was allowed to keep his costume on while in prison excluding Rhino who's suit is bonded to his body and Doctor Octopus who's suit could not be removed by the guards without the threat of being hit by his mechanical arms.
  • Shocker and Doctor Octopus are the only ones Chameleon refers to by their code name instead of his real name while letting him out of his cell.
  • After Chameleon frees Doctor Octopus he says "Doctor Octopus, I presume." This is a paraphrased version of "Dr. Livingston, I presume" which was said by a Welsh journalist named Henry Morton Stanley after finding Dr. David Livingston in Ujiji, Africa on November 10, 1871.
  • During the episode Doctor Octopus tells Kingpin "He who travels fastest travels alone." This is a quote from the author Rudyard Kipling who wrote the stories and poems The Jungle Book, Kim, The Man Who Would Be King, Mandalay, Gunga Din, The Gods of the Copybook Headings, The White Man's Burden, and If—.
  • The actual quote is "He travels the fastest who travels alone."
  • The newspaper that Spider-Man reads is called The Post. This is a real life newspaper which is more commonly known as the New York Post.
  • During the episode Curt Connors mentions the Toomes Foundation. This sets up Adrian Toomes who at the end of the season will become one of Spider-Man's enemies known as the Vulture.
  • When Michael Morbius tells Peter that he does not consider him a threat for Connors contest to see who becomes Connors assistant Peter tells Morbius that the tortoise beat the hair. This is a reference to the story The The Tortoise and the Hare.
  • After Felicia Hardy meets Michael Morbius she asks Peter what B movie he came from to which Peter answers "The Revenge of Dracula's Ego." In 1978 author Peter Berresford Ellis wrote and published a book called The Revenge of Dracula.
  • This line is actually foreshadowing for when Michael Morbius is turned into a vampire later in the season.
  • After Peter Parker learns that Spider-Man (who unknown to him is really the Chameleon) is leading a group of criminals he jokingly says that he is in the Twilight Zone. The Twilight Zone is a television series that aired from 1959 to 1964. The Twilight Zone was an anthology series that presented tales of the supernatural that were often tinged with social commentary.
  • In the comic book they were called the Sinister Six. The network sensors thought that the word sinister sounded too frightening so John Semper Jr. had to change the name to the Insidious Six, despite the fact that on Fox Kid's other show, X-Men: The Animated Series they were using the villain, Mister Sinister.
  • John Semper Jr. has said on his facebook page that because Sandman and Electro were off limits due to them being used in the  James Cameron movie that ultimately never got made they weren't the real Sinister Six from the comics so he renamed the team the Insidious Six. Additionally, Kraven the Hunter had been cured from the serum's effects and was no longer a villain and Vulture would not make his first appearance until the end of the season. 

Episode review

A review by Amazing Spidey from Marvel Animation Age

The hardcore comic fan will know that this 2 parter was an adaption of Amazing Spider-Man Annual #1 where he faced Dr. Octopus, Kraven the Hunter, The Sandman, Mysterio, Electro and The Vulture. It's different in this cartoon, for several reasons. 3 of the villains had yet to be introduced. At this point, 2 of them were completely banned from appearing on the show. Kraven was no longer a villain in this show. The censors thought the name "Sinister Six" sounded too evil, and demanded that the name be changed to something more child friendly.

That comes close to the part where they played the scenes in the wrong order in Six Forgotten Warriors as the stupidest thing ever. I don't think I've ever heard anything so stupid in all my life.

The opening scene was a nice recap of where he is in his life right now, and shows that the disease he's caught is not to be taken lightly, being how he almost died and all. I thought him losing his powers as only a starting point to the disease was a great build up suspense as to what was to come. This was before the days of the internet ruining every plot twist, no, back in the day, the only way to learn what was about to happen was to watch the damn thing. Hell, most of the time, I never knew who was going to appear, never mind what they were planning to do.

Yep, I remember the good ol' days well. How I miss them. . .

The breakout scene was well done. Some of my favorite villains, such as Mysterio, Shocker and Doc Ock were part of the line up, and it was cool seeing them all again. I always liked how some of the members originally showed resistance to join the group, especially Doc Ock claiming he had no interest in a life of crime anymore, and only wanted to continue his research.

The ending was a great one, with a powerless Spidey left to fight the 6 of them. It ended with a very powerful image of the 6 of them coming towards him, and Spidey with a petrified look on his face. A very good ending, to say the least. Part 2 certainly had a lot to live up to.


"Look at 'em down there. I bet each one has somebody close. I feel so distant. I have nobody. Except you of course. Your always here for me. Your rock solid. And best of all you laugh at all my jokes. Bruce your a heck of a guy."


"You dare do this to me?"

"Kingpin, your losing control of your territory, and soon that's going to cost us all money! The Crime Cartel is losing respect for you."

"Losing respect Silvermane? Who dares defy me now? Owl? Maybe you Hammerhead? At this very moment I've begun an operation which will exterminate that wall crawling vermin forever! Spider-Man is finished!"

-Kingpin & Silvermane

"The Shocker is alive."

"The Scorpion too. Alive and stinging."

-Shocker & Scorpion

"I can resume my leading role of Mysterio."


(Shocker attempts to blast Rhino's cell door down but fails.)

"Impressive, but why not try this instead. It's called a key"

(Chameleon unlocks the cell door with a key.)

"Is it dinner time already."

-Chameleon & Rhino

"Doctor Octopus, I presume."


"Welcome Chameleon, Mysterio, Rhino, Scorpion, Shocker, Doctor Octopus. My Insidious Six."

"Your Insidious Six! Who are you? Why have you brought us here?"

"I am your new leader. All of you are my ultimate weapon."

"I ain't nobody's weapon but my own."

"Watch your mouth."

"Ya that's the Kingpin talkin'."

"The Kingpin? No kidding?"

-Kingpin, Doctor Octopus, Scorpion, Shocker, & Rhino

"Ooo. What do you know? All this time Spider-Man was really a robot."

"Neanderthal. That wasn't the real Spider-Man. It was an obvious fake!"

-Rhino & Doctor Octopus

"This is no game I assure you. It is a demonstration of what is going to happen to the real Spider-Man. First we will draw him out and then close in around him like a noose."

"Supposing I have a plan of my own?"

"And I might have one too."

"All solo efforts I presume?"

"He who travels fastest travels alone."

"Look where you all wound up when you worked alone! Prison. Gentlemen we need each other. With your talents together we'er sure to defeat Spider-Man. But you must all agree to follow me."

"The plot seems clever enough. The climax otto be intriguing."

-Kingpin, Doctor Octopus, & Mysterio

"I gotta hide. It'd be to easy for some supervillain to grab me and take my mask off."


"Peter, where have you been."

"Out jogging."

"Wearing a blanket?"

-May Parker & Peter Parker

"Little late hu Peter. What's the matter? Get wrapped up watching cartoons this morning?"

-Debra Whitman

"Why I thought you would be my main competition Parker. But you would be lucky to make it to the starting line."

"Don't forget Michael, the tortoise beat the hare."

"In my country be eat tortoises."

-Michael Morbius & Peter Parker

(Flash sees Felicia kiss Peter on his cheek)

"Careful Felicia. I don't think he's had his shots."

-Flash Thompson

"I go to sleep for one lousy day and I wake up in the Twilight Zone."


"Hold it horn head! You didn't fill out a withdrawal slip."

-Spider-Man after catching Rhino stealing from an armored truck

"Aren't you a handsome gent."

-Spider-Man after seeing the Chameleon disguised as him

"Eat acid Spider-Man!"

(Scorpion fires acid from his tail but Spider-Man jumps out of the way.)

"Sorry I'm on an acid free diet."

-Scorpion & Spider-Man

"Make way for the Scorpion!"

"Back off you pea brained, uncoordinated, absurdly dressed excuse for a man."

-Scorpion & Doctor Octopus

"You were not born with these spider powers were you?"

"No, I won them on a quiz show."

"Amazing! These patterns imply Neogenics is involved. But how could that be?"

"That was the category I chose."

-Curt Connors & Spider-Man

"Now where could an inane, arachnid aberration such as you be going in so much of a hurry?"

"Outta my way Octopus!"

(Doctor Octopus uses his mechanical arms to grab Scorpion's tail, arms, and legs.)

"You didn't say please. Now must I repeat my question?"

"No! I'll tell ya! I'm headed for Peter Parker's house. He's this newspaper photographer always shootin' Spider-Man."

"Parker? Yes I know who he is."

"I figured I'd follow 'em. Maybe he'll lead me to the wall crawler."

"Good plan. Too good for a claud such as yourself. Follow me and see how a master will do it."

-Doctor Octopus & Scorpion

"Why do I think if I still had my spider sense it'd be going crazy right now."

-Peter Parker

"Even without my powers I can't fail her now!"

-Peter Parker after learning that Aunt May had been kidnapped

"No more illusions Spider-Man."


"Oh, you poor dear. Ready for the end?"

-Chameleon disguised as Aunt May