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The Spider Slayer is the second episode of Spider-Man: The Animated Series and introduces you to other supporting characters that would appear through out the series such as Norman Osborn, Harry Osborn, Felicia Hardy, Flash Thompson, Alistair Smythe and the series most recurring villain the Kingpin. This episode also introduced the killer robots known as Spider Slayers.



As Spider-Man web swings through New York City his spider sense alerts him to danger. Spider-Man is then attacked by small flying robots. Spider-Man manages to take out a few of the robots. However, the remaining robots attempt to box Spider-Man into a corner. However, Spider-Man is able to make two of the robots hit each other and explode.


Meanwhile at OsCorp, Norman Osborn who was watching the fight on a computer monitor scolds a robotics expert named Spencer Smythe for his failure to kill Spider-Man. However, Spencer tells Osborn that the Spider Seekers are not designed to kill Spider-Man only to find him. Spencer then takes his son Alistair Smythe (who is in a wheelchair) into another room and Norman follows them. Spencer then shows Osborn a giant robot that looks like a spider and tells him that he calls it the Black Widow.


The next day at the Daily BugleFelicia Hardy meets with J. Jonah Jameson and discusses plans for a Hardy Foundation charity ball with him. Felicia then mentions that she needs a photographer at the charity ball and Joseph Robertson suggests Peter Parker. Robbie then calls Peter into Jameson's office. Felicia then greets Peter and Peter reveals to Jameson that they go to Empire State University. Felicia then leaves Jameson's office.


Back at OsCorp, Spencer puts the final touches on his Black Widow spider slayer. Eddie Brock was also there because Norman and Spencer wanted a reporter to write the story when they captured Spider-Man. Norman then reveals that he wants to capture Spider-Man because he believes that he is a dangerous criminal. Osborn and Brock then leave the room and Spencer reveals to his son Alistair (who is in a wheel chair) that the reason he is working for Norman Osborn is so he can build him a hover chair.


A short while later Norman goes to the Chrysler Building (which is secretly the headquarters for the world's largest criminal organization) and meets with Wilson Fisk a.k.a. the Kingpin. Osborn tells Kingpin that the Black Widow is complete. Kingpin then goes on to say that if the Black Widow fails he gets OsCorp. Norman notices that no matter what happens he wins because he will either kill Spider-Man and if Spider-Man is not killed he becomes the new C.E.O. of OsCorp. Fisk then tells Norman "That's why I'm the Kingpin."


Later on Spencer releases an great number of Spider Seekers into New York City. Meanwhile at the Hardy charity ball Peter shows up with his Aunt May. Felicia then goes up to Peter and takes him by the hand and begins to dance with him. Flash Thompson then gets jealous and he and Harry Osborn walk off. Flash then puts on a Spider-Man costume and goes back into the building. However, he is spotted by a Spider Seeker and Norman and Spencer mistake him for the real Spider-Man. Spencer then activates the Black Widow and sends it to the charity ball.


Back at the charity ball Peter and Felicia finish their dance. Felicia then kisses Peter but at that moment Flash dressed as Spider-Man walks in and grabs Peter by his dress jacket. Flash then goes onto tell Peter that he doesn't like the pictures he takes of him. Flash attempts to intimidate Peter. However, Flash sees the Black Widow outside the window and screams. At that moment the Black Widow crashes through the ceiling and everyone runs away in terror. The Black Widow then goes after May but Peter manages to get her to a safe place. The Black Widow then went after Felicia but Peter got into his Spider-Man suit and saved her. During the battle debris falls on Spider-Man and knocks him out. The Black Widow then captures Spider-Man and brings him to OsCorp.


Back at the penthouse Jameson and May watch a news report by Eddie Brock who reveals that he has captured Spider-Man. As Brock unmasks Spider-Man it is Flash Thompson underneath the mask and not Peter Parker. Back at the party the Black Widow grabbed the wrong Spider-Man. May then tells Jameson that his name is Flash Thompson and that he goes to Empire State University with Peter. However, the real Spider-Man arrives revealing that the one that was captured was a fake. A short while later Kingpin's men barge into OsCorp and take Flash hostage. Spencer then tells Norman that he thought they were going to hand Spider-Man over to the police and Norman reveals that what is happening is out of his hands. Spider-Man then saw that Flash was in danger and went off to save him.


Spider-Man arrives and takes out two of the guards. As the other thugs try to kill Flash, Spider-Man webs their guns and pulls them away from them. Spider-Man is easily able to take out the thugs. however, one of the thugs forces Spencer to activate the Black Widow. As Spider-Man fights the Black Widow, Norman Osborn activates a Spider Seeker and it goes after Spider-Man as well. However, Spider-Man hits the Spider Seeker with a girder and it explodes causing a fire. As Spencer starts to leave with Alistair he is stopped by Norman who tells him that their deal is that Alistair will only get the hover chair if he kills Spider-Man. Spencer then stays behind and Norman takes Alistair outside.


After Norman takes Alistair and leaves Spencer takes control of the Black Widow and attempts to kill Spider-Man. The Black Widow then picks up an girder and uses it to hit Spider-Man across the room. Spider-Man then tries to us his Web-Shooters but discovers that his cartridge has run out of web fluid. Spider-Man climbs the wall to get away from the Black Widow. However, the Spider Slayer uses it's jets to fly above Spider-Man and sprays the wall in oil which causes Spider-Man to slide downward. Spider-Man then leaps off the wall and lands on top of the Black Widow. Smythe then has the Black Widow slam against the wall. Through the Black Widow's surveillance camera Smythe sees Flash (still in his Spider-Man costume) and goes after him. Spider-Man then crawled underneath the Black Widow and placed web cartridges inside his rockets and used his web to force the Black Widow off the scaffolding. As Smythe attempts to activate the rockets the cartridges exploded and the webbing gums up the inside of the Black Widow which causes the rockets to malfunction. The Black Widow then falls into a vat of acid and is destroyed.


After the Black Widow is defeated Flash approaches Spider-Man and says that he always wanted to be like him until now because he has discovered what kind of trouble he attracts. Spider-Man then grabs Flash and they he web swings out of the building.


At that moment Norman, Eddie, and Alistair are outside OsCorp. As Alistair asks where his father is OsCorp explodes along with his father inside.


The next day at Jameson's penthouse looks at the destruction caused by the Black Widow and blames Eddie Brock and fires him. When Brock refuses to leave Jameson has security take him out. At that moment Felicia scolds Flash for doing something so stupid as dressing up as Spider-Man and nearly getting killed. As Flash leaves Peter enters and Felicia coments that he is a coward because he abandoned her when the Black Widow attacked. Felicia then walks away angry. Aunt May then walks up to Peter and says that she was so worried about him. Peter and May then head home and May tells Peter more about Anna Watson's niece, Mary Jane.


Later that evening Alistair looks at the destroyed OsCorp factory and mourns his fathers passing. Kingpin then approaches Alistair and tells him that he was an associate of his father's and that he now wants to be an associate of his. Alistair refuses at first but accepts Kingpin's offer when he says that he will fund the construction of more Spider Slayers to kill the man that took his father from him. . . Spider-Man


Actor Role
Christopher Daniel Barnes Spider-Man / Peter Parker
Ed Asner J. Jonah Jameson
Linda Gary May Parker
Rodney Saulsberry Joseph Robertson
Jennifer Hale Felicia Hardy
Hank Azaria Eddie Brock
Patrick Labyorteaux Flash Thompson
Gary Imhoff Harry Osborn
Edward Mulhare Spencer Smythe
Maxwell Caulfield Alistair Smythe
Neil Ross Norman Osborn
Roscoe Lee Browne Kingpin / Wilson Fisk



  • Manhattan



  • During the episode Kingpin says that his criminal empire is being threatened by the "sudden appearance of Spider-Man." This implies that Peter Parker has not been Spider-Man for that long.
  • Mary Jane Watson, Anastasia Hardy and Anna Watson are mentioned in this episode. Mary Jane does not appear until part two, Anna Watson would not appear until the season three premiere, Doctor Strange, and Anastasia Hardy would not appear until the fourth episode of season oneDoctor Octopus: Armed and Dangerous
  • During the episode Kingpin says that if the Spider Slayer doesn't kill Spider-Man, Norman Osborn will fulfill his debt to him by giving him control of OsCorp. However, Spider-Man does not get killed and in later episodes Norman still has control of OsCorp. It is never addressed why Kingpin never took control of OsCorp. It is possible that Norman found another way to repay his debt to Kingpin. It is also possible that Kingpin did not take control of OsCorp because it was destroyed at the end of the episode (even though OsCorp was shown to be rebuilt in later episodes).
  • After Spider-Man destroys a Spider Seeker by hitting it with a girder he says "Do the Mets need me or what?" Spider-Man is talking about the real life professional baseball team the New York Mets.
  • During the episode Spider-Man is crawling on a wall and the Black Widow sprays oil onto the wall which causes Spider-Man to slide downward. In the episode the oil is black. This shot also appeared in the first opening theme to Spider-Man: The Animated Series. However, in the opening theme the color of the oil was green.
  • While Spider-Man is on the Black Widow's back he says "yippee ki yay." This is also the catch phrase of John McClane the protagonist of the Die Hard films (the actual catch phrase is yippee ki yay mother fucker). About three months after this episode aired the third Die Hard film, Die Hard with a Vengeance would be relased.
  • Yippee ki yay is also an old cowboy saying that comes from a song recorded in the 1930's by Bing Crosby called I'm an Old Cowhand. Spider-Man says yippi ki yay while riding the Black Widow like how a cowboy would ride a bull.
  • After the Black Widow crashed into Jameson's pent house Jameson talks about Fox laughing at him. He is talking about the Fox news station. Fox is also the original station that Spider-Man: The Animated Series aired on.

Episode review

A review by Amazing Spidey from Marvel Animation Age

One of the most noticeable things about this show was the stronge sense of continuity that was displayed from the very first episode right through it's 65 episode run. Here we are introduced to several of the people who would become key players in the series, like Norman Osborn, Alister Smythe and of course, the Kingpin.

Whilst Smythe and Osborn don't turn into villains until later on in the series, the Kingpin is introduced as the main villain of the show, as a man behind the strings, manipulating whoever he can in order to become the biggest crime-lord in the world. Here, he is shown starting with Norman, again adding on pressure which comes into play when he becomes the Green Goblin, and when that fails, with young Alistair, whom he tricks into believing his father was killed as a result of Spider-Man's actions as another attempt to kill Spider-Man.

This episode also fleshed out a lot of the characters who had been previously introduced, in the form of a party hosted by Jameson and one of Peter's romantic interests at the time, Felicia Hardy, who went onto become the Black Cat, yet more continuity.

The animation shines, as does the humour. Berkowitz always did manage to nail some of Spidey's classic one-liners in this show. I always find this episode to be one of the funniest the show ever did. The best part being the

Peter: "Well, what would you like me to say?"

Flash: (After seeing the Black Widow) Ahhhh!

Peter: "Ok, Ahhhh! No!

The fights were also especially interesting throughout the episode. This show had an ungodly amount of robots in it, but the original Spider-Slayers were clearly the best to look at.

A fine episode, which was topped by it's conclusion.


"Their a regular mini-air force."

-Spider-Man talking about the Spider Seekers

"Hold that pose. Okay then, don't hold that pose. If your going to be temperamental I'll fix it so you never work in this town again."

-Spider-Man joking while fighting the Spider Seekers

"Tell mother that if I'm going to spend any more money on this thing I'm going to need charity."

-J. Jonah Jameson

"Crime. My livelihood. My life. All of it jeopardized by the sudden appearance of Spider-Man. How can I run a world wide criminal empire if I can't even control my home base, New York?"

"The Black Widow can neutralize all of Spider-Man's powers."

"That loose canon must be removed."

"You don't have a thing to worry about."

"But you do Osborn. If it fails I get your company. Remember? Interesting way to pay back a loan isn't it?"

"The debt will be paid in full as of tomorrow. . . Something occures to me. Either Spider-Man's destroyed or you get OsCorp. Whatever happens you win."

"That's why I'm the Kingpin."

-The Kingpin & Norman Osborn

"If we find him we've got to destroy him, because with Spider-Man you don't get a second chance."

-Alistair Smythe talking to Spencer Smythe

"You should have brought Mary Jane, Anna Watsons niece."

"A blind date? Come on Aunt May."

-Aunt May & Peter Parker

"Parker, it's time we had a talk."

"About what. . . Spider-Man?"

"About those pictures your always takin' of me. . . I don't like 'em."

"Well, I'm sorry."

"That's a little better. But it's still not good enough!"

"Well what would you like me to say?"

(Flash sees the Black Widow outside the window behind Peter Parker)


"Okay, ahhhh!"

-Flash Thompson (dressed as Spider-Man) & Peter Parker

"When you crash a party you really crash it."

-Spider-Man talking about how the Black Widow crashed the charity ball and is now destroying the pent house

"How about that I'm at two places at once."

"This one's the real deal lady. After all this time I can practically smell him. Which means Eddie Brock just made my whole company look like jerks."

"Not hard to do."

"Why you web slinging clown. How dare. . ."

"Excuse me! That poor Thompson boy is in big trouble. Shouldn't somebody try to save him?"

(As Jameson and Aunt May look around Spider-Man is gone)

"Ya, somebody's got to save the guy that hates Peter Parker. Guess who? Talk about dramatic irony."

-Spider-Man, J. Jonah Jameson & May Parker

(The guards notice both Flash dressed as Spider-Man and the real Spider-Man in the same room)

"Two of 'em"

"Congratulations you can count. And they say the school systems failing."

-Thug & Spider-Man

"Hey guys, chill. The Widow and I are trying to share some quality time."

-Spider-Man talking to the thgs that are shooting at him

"Do the Mets need me or what"

-Spider-Man after hitting a Spider Seeker with a girder

"Remember our deal. No spider splat, no hover chair."

-Norman Osborn to Spencer Smythe

"Now if only I can hang on! Yippee ki yay!"

-Spider-Man after landing on top of the Black Widow

"Oh. That's it Flash a true profile in courage. Well maybe I'll help ya out anyway."

-Spider-Man comenting on Flash's fear at seeing the Black Widow

"Didn't look to good back there did I? Always hoped that when the chips were down I'd be like you. If anyone finds out. Felicia. Parker! You won't say anything will you?"

"No. But now you known what kind of trouble this costume attracts."

-Flash Thompson & Spider-Man

"You want understanding see a shrink."

-J. Jonah Jameson to Eddie Brock after he fires him

"Still no sign of your father, Alistair?"

"You know me?"

"I was an associate of your father's. Now I want to be an associate of yours."

"I don't need associates."

"I have an offer that might change your mind. Suppose I provide the money to make new Spider Slayer robots."

"Why should you do that?"

"So you can destroy the man that is responsible for your father's disappearance. . . Spider-Man."

-Kingpin & Alistair Smythe