One night a shadowy figure breaks into the Metropolitan Museum and trips the alarm which alerts the museum's security guards. The guards notice that the intruder is in the Egyptian room and one guard goes to investigate while the other guard calls the police. As the guard enters the Egyptian room he looks around and spots Spider-Man crawling on a wall. Spider-Man then jumps down and webs the security guard. As three other security guards enter the Egyptian room, Spider-Man throws a stone pillar at them and then webs them up. Spider-Man is then able to escape with a bag full of jewels.
The next morning Peter Parker is awoken from the sound of the phone ringing. As he answers it he realizes that it is Mary Jane. Mary Jane asks if he's busy Friday night because she needs his help studying for a physics test. Peter then gets so excited that he jumps up and grabs the blades of the ceiling fan and then he tells her that he can help her. Mary Jane then hangs up and the ceiling fan breaks off the ceiling and falls to the floor. As Peter walks downstairs he thinks that Mary Jane really doesn't need help studying and that he believes that Mary Jane just wants to spend time with him.
As Peter walks down stairs he enters the kitchen where Aunt May is watching a news report on Spider-Man robbing the museum and shows Peter. Peter tells Aunt May that it could be anyone in a Spider-Man costume. However, May shows Peter the footage of him using his powers.
As Spider-Man, Peter web swings through the city and then changes into his street clothes. When Peter enters the museum he sees J. Jonah Jameson who is about to do a report on Spider-Man's theft. As Jameson starts his televised report Peter sneaks into the Egyptian exhibit which is being blocked off by police tape. Peter then notices that there is still some webbing left from last night. Peter climbs up the wall to get it. However, at that moment a woman walks in. As Peter jumps down he attempts to sneak out but is caught by the woman who introduces herself as Lt. Terri Lee of the New York City Police Department. Terri Lee then sees Spider-Man's webbing in Peter's hand ad she tells Peter that she can arrest him for removing evidence. However, Peter tells Terri Lee that it can't be Spider-Man's webbing because his webbing is suppose to dissolve after an hour. Terri Lee then takes the webbing and tells Peter that he could be using different chemicals to make his spider webs.
Terri Lee then walks Peter into the museum's lobby and says that she is going to take him to the precinct for further questioning. However, the lobby fills with a pink gas. As the gas clears every one see a man wearing a costume with a glass helmet. The man then introduces him self as Mysterio. Mysterio then removes his helmet but there is no head underneath. As Peter takes a picture of Mysterio he thinks to himself that what he is doing is just a cheap parlor trick. Mysterio then tells everyone that he will defeat Spider-Man but he wants the media to publicize his defeat. Mysterio then disappears and a basketball appears. The ball bounces over to J. Jonah Janeson who catches it. Jameson then becomes terrified and he drops the ball. The ball then explodes and turns into a tornado which breaks through the museum ceiling and causes a cave in. Everyone runs for safety. However, everything goes back to normal. Peter then realizes that he should have known the falling ceiling was a fake because his spider sense didn't go off.
Later that night Peter rides the bus home. While on the bus he hears a reporter from a mans radio saying that Spider-Man is robbing the Brooklyn Bridge Mall. Moments later Spider-Man arrives at the mall and sees the impostor getting away with his stolen goods and the real Spider-Man follows him. As Spider-Man catches up to him that Spider-Man disappears and the real one crashes into a store in the mall. Inside the store Spider-Man sees Mysterio and realizes that the other Spider-Man was just another one of his illusions. Spider-Man then tackles Mysterio. However, Mysterio vanishes before Spider-Man can capture him. Mysterio then reappears and tells Spider-Man that their final battle must be where Spider-Man ruined him. Mysterio exits through a hole in the wall (leading to the Brooklyn Bridge). However, when Spider-Man follows him the hole in the wall vanishes and Mysterio vanish and Spider-Man realizes that it was just another one of Mysterio's illusions.
A short while later Spider-Man and the police arrive at the Brooklyn Bridge. Mysterio then appears on top of the bridge out of smoke and waves to the crowd below. As Spider-Man crawls up a pillar to meet Mysterio the crowd below starts to boo him. As Spider-Man reaches the top Mysterio releases balls of light from his glove and they swarm around Spider-Man and he loses his balance and falls off the bridge. However, Spider-Man is able to cling to the pillar. However, Mysterio walks over to the edge and starts to fire a laser at the bridge which breaks off some of the stones. They begin to fall toward Spider-Man. Spider-Man believes that it is another hologram like the falling ceiling at the museum. However, Spider-Man's spider sense goes off and he learns that the rocks are real. The stones then hit Spider-Man and he falls into the river. Police helicopters then fly around to try and find Spider-Man. After a short search the police believe that Spider-Man is dead and stop searching for him. Although Spider-Man did survive and managed to make it to shore.
As Peter returns home he watches J. Jonah Jameson's report on how Mysterio defeated Spider-Man. The phone then rings and Peter aswers it and it is Mary Jane. Peter then remembers that he forgot about their date and Mary Jane tells him that with her it's one strike and your out. Peter then decides to quit being Spider-Man because it has brought him nothing but trouble. As Peter walks downstairs the doorbell rings and when he answers it he sees that it is Terri Lee. Peter and Lt. Lee go for a walk and she asks Peter hw to find Spider-Man. However, Peter says that just because he takes a picture of Spider-Man once and a while that doesn't mean that he knowns how to find him. Terri tells Peter that she believes Spider-Man is innocent and trys to convince Peter to hel her clear his name. However, Peter refuses. As Peter begins to walk away Terri Lee tells him that she has spent a lot of time trying to figure ut who he is. Lt. Lee continues to tell Peter that she doesn't have all the answers but she does know that Spider-Man never turned his back from someone that needed help and that that is what he is doing to Spider-Man. Terri Lee then drives away after getting into her car.
As Lt. Lee drives off Peter realizes that she is right that Spider-Man never turned his back when someone needed him. . . except once. Peter then remembers back to when he first got his powers. He believed he could use his powers to make money so he made his costume and became a wrestler. One night after a wrestling match he let a thief get away with that nights profits. Later that night Peter returned home to find the police at Aunt May's house. When Peter walks inside a police officer tells him that a burglar killed his Uncle Ben and that he has been cornered at a warehouse. Peter then decided that he was going to get Uncle Ben's killer himself so he put on his Spider-Man costume and confronted the burglar at the warehouse. However, Peter learned that the man that killed Uncle Ben was the same thief that he had failed to stop at the wrestling arena. It was at that moment that Peter learned that with great power comes great responsibility.
A short while later Spider-Man finds Terri Lee and the two of them go to police headquarters. Spider-Man tries to remember Mysterio. Spider-Man then remembers that Mysterio said that he ruined him at the Brooklyn Bridge. Terri Lee then searched on her computer incidents on the bridge involving Spider-Man. Several results came up from the search. However, one stuck out to Spider-Man. Sometime ago there was a film crew shooting a car chase scene on the bridge. Spider-Man then recalled that the scene they were shooting involved explosives. However, a man named Quientin Beck (who was a special effects man for the movie) made the explosion more power than it had to be and the explosion damaged a rotor on a helicopter. As the helicopter crashed on the bridge Spider-Man saved the pilot before the helicopter exploded. As Quientin Beck tried to escape Spider-Man caught him in his web and he was later arrested. Terri Lee tells Spider-Man that Beck got a year in jail but is out. As Spider-Man looks at the computer he sees that Becks address is located at Wonder Studios.
Shortly afterwards J. Jonah Jameson is in his limo writing an artical on New York City's "greatest" hero Mysterio. Jameson then recieves a fax from Spider-Man saying if he wants the real story on Mysterio to come to Wonder Studios immediately. Jameson then has his driver turn around.
A short while later Spider-Man arrives at Wonder Studios and when he gets inside he finds a Spider-Man costume with suction cups on the hands and feet explaining how Mysterio was able to mimic his wall crawling ability and blueprints for the museum, the mall, and the bridge. Spider-Man then accidentally activates a cube shaped device and it projects a holographic image of the museum caving in. As Spider-Man looks in a cabinet he sees several Holocubes and learns that Mysterio is planning a major crime spree.
As Spider-Man continues to look around he finds Mysterio. However, it turns out to be an animatronic werewolf wearing a purple cap and a glass helmet. Spider-Man then walks into a large room and Mysterio turns on several lights. Mysterio then presses a button from the control room and the ground below Spider-Man starts to spin. Spider-Man then uses his wall crawling ability to stick to the platform. As Spider-Man does that Mysterio increases the speed of the spinning platform.
From outside Wonder Studios Terri Lee attempts to get in. However, the door is locked. Just then J. Jonah Jameson walks up to her and asks if Spider-Man is inside. Jameson then helps Lt. Lee open the door and they both go inside. The platform that Spider-Man is on stops and animatronic robots that look like a cyclops, Medusa, a minotaur, and a T-rex walk out and attack Spidey. Spider-Man then jumps through the T-rex's mouth and travels inside of it. A trap door at the bottom of the T-rex opens and Spider-Man falls through. As he lands on the ground he is caught in a fake spider web. As Spider-Man looks around he sees two giant animatronic spiders walking toward him.
At that moment Mysterio reveals that he has captured J. Jonah Jameson and Terri Lee. When Spider-Man looks around he sees them in a net suspended above a bed of spikes and Mysterio tells him that it's payback time. Mysterio then begins to lower the net and Jameson and Lee get closer and closer to the spikes. However, Spider-Man is able to shoot a web line at the wall and pulls himself free. Spider-Man then jumps across the spike pit and grabs Lee and Jameson before they hit the spikes. When Spider-Man looks up he sees five Mysterio's (four of them are holograms and one is real) each one holding a different weapon. Mysterio gloats that by the time he figures out which is the real one he will already be dead. Spider-Man realizes that he has to trust his spider sense so Spider-Man closes his eyes and tackles the real Mysterio after his spider sense alerts him. As Terri Lee gets free from the net she asks Jameson what he thinks about his hero now. Jameson's only reply is him barking orders at her to get him out of the net. Terri Lee then arrests Mysterio.
The next day Peter Parker is in Central Park reading a Daily Bugle story on Mysterio's arrest and Spider-Man being exonerated of all charges brought against him while Mysterio was posing as him. Mary Jane the walks up to Peter and she tells him that she is sorry for hanging up on him and Peter says that he is sorry that he forgot their date. Peter then asks if she still needs help with her physics. However, Mary Jane replies that she was able to make sense out of what her teachers were talking about. As Mary Jane walks away Peter pulls out his wallet and looks at a picture of his Uncle Ben and thanks him for helping him to make sense out of his life aswell.
|Christopher Daniel Barnes||Spider-Man / Peter Parker|
|Sara Ballantine||Mary Jane Watson|
|Linda Gary||May Parker|
|Ed Asner||J. Jonah Jameson|
|Dawnn Lewis||Terri Lee|
|Gregg Berger||Mysterio / Quentin Beck|
|Ken Chandler||Security Guard|
|Bob Richardson||Bernard O'Brien|
- Maxwell Shiffman
- Crusher Hogan
- Baxter Bigelow
- Ben Parker
- Ned Leeds (Byline on a Daily Bugle article)
- After talking with Mary Jane on the phone Peter mentions the blind date with her which he went on at the end of the episode Return of the Spider Slayer.
- This episode is based on Amazing Spider-Man #13 (1964).
- The title of this episode is also taken from the title of Amazing Spider-Man #13 (1964).
- Amazing Spider-Man #13 (1964) was also adapted into an episode of the 1967 Spider-Man cartoon and used the same title for the episode.
- According to John Semper Jr. the first draft of the episode, which was turned in by an unknown staff writer, was so bad Semper spent an entire night rewriting the script.
- One of the stores in the mall is called Romita's. This is a reference to John Romita Sr.. John Romita was an artist at Marvel Comics. He is known for his work in The Amazing Spider-Man and took over drawing the Amazing Spider-Man comics starting with issue 39 (1966) after Steve Ditko left Marvel Comics.
- While in the mall, Mysterio uses one of his holocubes to create a yellow brick road. Mysterio then tells Spider-Man to "Follow the yellow brick road." This is is obvious reference to the 1939 movie The Wizard of Oz where the munchkins tell Dorothy the same thing.
- In that same scene Spider-Man chases after Mysterio but Mysterio vanishes (it was just an illusion) and Sider-Man clings onto the wall before he hits it. Spider-Man then says "I'm beginning to feel like a certain coyote." This is a reference to the Looney Toons character the Wile E. Coyote who always runs into a wall or is somehow injured while trying to catch the Road Runner.
- Spider-Man also makes a brief Frankenstein reference in the episode. While Spider-Man is crawling up the Brooklyn Bridge the crowd below starts to boo him. Spider-Man then says "What's next? Peasants with torches." In movies peasants would often be seen chasing Frankenstein with torches and pitchforks.
- After Peter decides to stop being Spider-Man he throws his Spider-Man costume on a chair and it hangs off the back. This resembles the shot of the Spider-Man costume hanging out of the trash can in Amazing Spider-Man #50 (1967) titled Spider-Man No More.
- This is the first episode where Spider-Man's origin is told.
- The police officer that tells Peter Parker that his Uncle Ben had been killed was voiced by director and supervising producer, Bob Richardson.
- This is also the first episode where Spider-Man's motto "With great power comes great responsibility" is used.
- When Spider-Man sees the animatronic Medusa, cyclops, and minotaur he says "Great, now I've stepped into a Ray Harryhausen movie." Ray Harryhausen (1920 - 2013) was a visual effects creator, writer, and producer who created a form of stop motion model animation known as Dynamation. Some of his best known movies are Mighty Joe Young (1949), The 7th Voyage of Sinbad (1958), Jason and the Argonauts (1963), Sinbad and the Eye of the Tiger (1977), and Clash of the Titans (1981).
- Right after Spider-Man says "Great, now I've stepped into a Ray Harryhausen movie" he says "Maybe it's more like Roger Corman." Roger Corman is a film producer, director, and actor. Roger Corman is known for his horror movies which include The Little Shop of Horrors (1960), House of Usher (1960), The Terror (1963) and Death Race 2000 (1975). In 1994 Corman produced a Fantastic Four movie. However, the movie ended up not being released and to this day remains unavailable for retail purchase. Although several bootlegged copies can be purchased on the internet and the entire movie has been uploaded to Youtube.
- The weapons that the five Mysterio's use at the end of the episode is a laser gun, a Tommy gun, a rocket launcher, a flamethrower, and a crossbow.
- This is one of the few instances where realistic weapons were shown in Spider-Man: The Animated Series. The producers were probably able to get away with this because the weapons were never actually fired.
- According to the Daily Bugle paper at the end of the episode the paper was released on Saturday.
- At the end of the episode Mary Jane paraphrases the African proverb "He who learns, teaches" by saying "She who learns, must study."
A review by Amazing Spidey from Marvel Animation Age
There's no simpler way of reviewing this episode than saying this; Everything about this episode shinned. It wasn't dark, earth shattering event, it was about Spider-Man being a superhero, trying to catch the bad guy who has been dragging his name through the dirt.
This was classic Spider-Man though, addapted from Amazing Spider-Man #13, it introduced Mysterio perfectly, and was aided by some of the best animation TMS has ever done. The series may have had complicated designs which were difficult to animate, but, damn, when they got it right, it looked spectacular. Everything from the webs on his costume, to the smoke surrounding Mysterio whenever he makes his appearances looks great.
The villain of the piece, Mysterio, is by far one of the cooler villains in this show. I've always loved his character in the comics, and it's great to see him translated so well. He had a great design, a fantastic voice. His motivation was good, and he was very well developed, despite the short amount of time. Mysterio was definatly one of the many things this show nailed.
As per usual, there's a fair amount of humor to be found in this episode, mostly due to J. Jonah Jameson, a character who they nailed in this series, thanks to some wonderful writing, but mainly due to the fantastic Ed Asner voicing the character.
It also introduces one of the better characters of the series, Detective Terri Lee, who was one of the main people who thought Spider-Man was a hero, but often disagreed with the way he went about saving the city. The series had a very interesting look at the way people in Peter's life affected the people when he was in his 'uniform'.
Plus, it has to be said. It doesn't get any cooler than a villain having a fishbowl for a head!
"Spider-Man, he's robbin' us blind!"
- -Museum security guard
"Maybe you can tell me why non-planetary masses don't exert gravitational forces?"
"Actually they do exert gravitational force but it's so minute."
"I knew you'd be the one to call. Bet you can answer this one too. Why do theater majors have to physics?"
"Uh, sorry. You'd need Einstein for that."
"Maybe I should see if he's busy Friday night."
"Actually, uh, Friday?"
"I've got a physics test next Monday and I've been so busy rehearsing for the classics festival that. . . Peter this is where your supposed to jump in and say MJ I'd love to help. Maybe we could see a movie too."
"A movie? Uh, hold on a second while I check schedule. (Peter covers phone so MJ can't hear) Yes! Uh, tight schedule MJ but I think I can make it."
"Great, see you then. Oh and Peter try to wear matching socks this time."
- -Mary Jane & Peter Parker
"Never could understand why so many people thought Spider-Man was a hero."
- -May Parker
"I cover Spider-Man whenever, wherever."
- -J. Jonah Jameson
"Looks like somebody left a souvenir."
- -Peter Parker after finding the fake webbing
"Don't be afraid, I'm here to help. I am Mysterio."
"I guarantee you I'll catch Spider-Man but I want all you big shot media people there to record it."
"I'll never understand why everybody thinks they can be a superhero. Just a cheap imitation can't compare to my own winsome charm."
- -Spider-Man after seeing the fake Spider-Man
"Don't be afraid I won't let him hurt you."
"Your the only one that has to worry about getting hurt pal."
"I'm more then ready to take you on. But not here. It's got to be the same place where you ruined me."
"You got a little too much gravel in that fish bowl. I don't know what your talkin' about."
"Oh, it will all be explained. Just follow the yellow brick road."
- -Mysterio & Spider-Man
"I'm beginning to feel like a certain coyote."
"What's next? Peasants with torches."
- -Spider-Man after seeing the people at the Brooklyn Bridge booing him
"I always did like a good cliffhanger."
"Sorry. In my league it's one strike and your out."
- -Mary Jane to Peter Parker after he forgot their date
"That does it. My life's been a mess since the day I put you on. Why did I ever do it anyway? I can't even keep a date because of you. Time to turn my life around. Hello world, goodbye Spider-Man"
- -Peter Parker
"Look. I don't talk this around down at the station but I've spent a lot of time trying to figure out who he is or what side he's on. I don't know all the answers but I do known one thing. He never turned his back when he could help. Which is just what your doin' now. All those times you were takin' pictures of him Parker to bad to bad none of his character rubbed off."
- -Terri Lee
"She's right. Spidey never did turn his back when he was needed. Except once."
- -Peter Parker
"I had the power and I didn't use it. I lost my uncle because I ignored my responsibilities. He always use to tell me with great power comes great responsibility. If I stop being Spider-Man who else will suffer?"
- -Peter Parker
(Spider-Man lands on top of Terri Lee's cop car and looks at her through the windshield)
"Going my way?"
"This is something you have trouble remembering?"
"Hey. I hear that kind of thing two, three times a week."
- -Terri Lee & Spider-Man (talking about how Quentin Beck swore he would get revenge on Spider-Man)
"There are a lot of brains in that sick fishbowl."
"I'm getting real tired of these fakes Beck."
"It's not all fake. Some of it is real. You decide which is which if you can. Oh, I'll give you a little help. When you disappear it won't be an illusion."
- -Spider-Man & Mysterio
"Hey. What is this Beck, carnival time? At least I didn't have to wait in line."
- -Spider-Man as Mysterio activates the spinning floor
"Uh, next time I'll stick to the pony rides."
- -Spider-Man after the ground stops spinning
"Great, now I've stepped into a Ray Harryhausen movie. Maybe it's more like Roger Corman."
"Well that's Hollywood for ya. Gruff exterior but underneath it all a heart of aluminum."
"Mysterio, they don't have anything to do with this. Let them go. Will, Jameson you can keep."
"Enough! It's payback time."
"Payback! For what! You did it all to yourself."
"Yes. That's what my psychiatrist said. But you know what? His sessions never made me feel this good."
- -Spider-Man & Mysterio
"What do you think of your big hero now?"
"Just get me out of this thing!"
"Did I hear a please?"
- -Terri Lee & J. Jonah Jameson
"Guess that's a wrap."
"A riddle Mr. Parker. What do I have in common with Spider-Man."
"You both look good in skin tight outfits?"
- -Mary Jane & Peter Parker
"But ya know physics is a lot like theater. I get it now. It's all about making sense out of life. Once I realized that it was easy."
Ya, I get it now to. Thanks for helping me make sense out of my life Uncle Ben. Spider-Man's life to."
- -Mary Jane & Peter Parker