|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|
- 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."
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