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The Ultimate Slayer is the eighth episode of season three. When Kingpin discovers that Alistair Smythe has betrayed him he has Herbert Landon turn Smythe into a cyborg Spider Slayer. At first Smythe is loyal to Kingpin but he soon discovers a shocking secret that Kingpin has been keeping from him.


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One night Peter Parker arrives at the Daily Bugle and is shocked to see a newspaper article saying that Harry Osborn and Mary Jane Watson are engaged to be married. at that moment a woman tells Peter that he has a phone call and that it is an emergency. Peter answers the phone believing that something is wrong with Aunt May. However, Peter it is a man that tells Peter that his life is in danger and that he must contact Spider-Man immediately. The man continues to tell Peter that he is in danger from his employer, the Kingpin, and that his name is Alistair Smythe. Peter then realizes that that is why he recognized the man's voice. As Peter asks why he wants to betray his boss Smythe answers that he believes Kingpin is about to betray him. Smythe then tells Peter to have Spider-Man meet him on top of the Brandon Building and hangs up the phone. However, as Smythe hangs up the phone Kingpin catches him.

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A short while later Peter, as Spider-Man, web swings to the Brandon Building. As Spider-Man lands on the roof he sees Smythe's hover chair but it is empty. Alistair Smythe then attacks Spider-Man. Spider-Man is surprised to see that Smythe has been mutated and can now walk. Smythe is able to grab Spider-Man. However, Spider-Man shoots webbing in Smythe's eyes and lets him go. As Spider-Man runs off Smythe shoots lasers at Spider-Man with two organic pistols sprouting from his back. While trying to shoot Spider-Man, Smythe accidentally shoots an air conditioning system and it falls through the building to the bottom floor. Spider-Man also falls through the hole to the bottom floor and Smythe follows after him.

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Smythe is about to kill Spider-Man when at the last minute Spider-Man is teleported to Madame Web. At Crime Central, Herbert Landon regains a visual on his computer through cameras in Smythe's eyes. Kingpin and Landon then notice that Spider-Man was able to escape. Landon tells Kingpin that Smythe needs more treatments so his cybernetics will work properly. Kingpin then threatens Landon that for his sake Smythe should be fully operational.

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At that moment Spider-Man asks Madame Web how to defeat Smythe because now he is far too strong. Madame Web then tells Spider-Man the question he should be asking is not how but why. Questions such as why do they want to kill him. As Spider-Man leaves the parlor Madame Web gives him the cryptic message, it's not the how you must master it's the why.

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Sometime later Smythe returns to Crime Central. Herbert Landon tells Smythe to step into a camber to start another treatment. However, Smythe refuses. Kingpin orders Smythe to enter the chamber. Smythe becomes angry and grabs Kingpin. However, Smythe is unable to harm him. Herbert Landon then reveals that Smythe's cybernetic programming stops him from harming himself or Kingpin. Smythe then gets into the chamber and remembers to when Kingpin berated him for failing to destroy Spider-Man with his Spider Slayers and for his son going to prison because of his idea to frame Peter Parker. Smythe then remembers to when he was turned into a Spider Slayer. Smythe was strapped to a metal platform hanging above a vat of Landon's mutant chemical. As Smythe was lowered into the chemical it mutated him into a human Spider Slayer and was later enhanced with some cybernetic parts. As Smythe's treatments are finished Kingpin asks if Smythe has any humanity left in him. Herbert Landon answers that he does not and the Smythe is now the human equivalent of a robot. However, unknown to Landon, Smythe does still have his humanity and remembers his father, Spencer Smythe, and how he vanished in an explosion at OsCorp. Angered by this Smythe breaks free from the chamber and is able to escape Crime Central in his hover chair.

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At that moment at the Parker house, May Parker is talking to Anna Watson and says that she must be so happy for Mary Jane. Anna replies that she is proud of her and says that Harry is nice and responsible. However, May mentions that she is sad that Mary Jane didn't settle down with Peter. Anna then says that Peter was never actually there for her. At that moment Peter walks in and mentions that he has to get ready for a press conference at OsCorp Towers. Anna then says that Mary Jane is going to be there with Harry, not so subtly rubbing it in his face that they are getting married.

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As Smythe flies off Herbert Landon checks their computers and learns that Smyhe has reprogrammed himself to kill Norman Osborn. Landon tells Kingpin that Smythe is accessing his memories of Norman's role in his father's death and it reprogramming himself to kill Norman. Kingpin tells Landon that he and Norman were able to resole their problems and that his resources are important to him. Kingpin then orders Landon to reprogram Smythe. However, Herbert Landon reveals that was able to shut him out of his computer system.

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A short while later at OsCorp Towers, Norman Osborn talks to J. Jonah Jameson about his new defense contracts. At that moment Peter walks by and Jameson gets him to take a picture of him and Norman. At that moment Mary Jane approaches Peter and asks if he has heard the about her engagement to Harry. Peter pretends to be happy for her but can't keep up the charade and asks why she chose Harry over him. Mary Jane tells Peter that all her life men have let her down but Harry makes her feel special. Peter then gets close and whispers to her "But do you love him?" Mary Jane then gets frantic and hurries away. Peter then realizes that Mary Jane is not truly in love with Harry.

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Norman Osborn then gets on stage and congratulates Harry and Mary Jane. At that moment Peter's spider sense goes off and he runs out of the room to change into his costume. As Peter exits the room Smythe bursts through the wall and goes after Norman. As Smythe starts to carry Norman away Spider-Man arrives and lunges at Smythe. However, Smythe is able to hit Spider-Man into a wall. However, Herbert Landon sent a squad of men to capture Smythe. However, Harry and Marry Jane are accidentally taken as well. Kingpin sees that Harry and Mary Jane are on the ship through a security monitor and has his men knock them out with gas so they do not see where they are going. As the ship flies off Spider-Man shoots a web line at it and crawls onto the side of the ship.


As the ship arrives at Crime Central, Herbert Landon has the guards take Smythe to the laboratory and has Harry and Marry Jane locked in a room. Landon then uses a smelling salt to wake Norman up. Kingpin then apologizes to Norman saying that he didn't know Smythe blamed him for his fathers disappearance. However, Norman gets furious and tells Kingpin that Smythe should be going after him because it was Kingpin's men that caused the explosion at OsCorp which killed Spencer Smythe. However, Kingpin reveals that Spencer Smythe actually survived the explosion at OsCorp and that he found him among the wreckage. Kingpin also reveals that he knew Spencer would be unwilling to work for him but placed him in cryogenic suspension in Crime Central because "genius is a terrible thing to waste." Kingpin continues to say that he lied to Alistair about what happened to his father and because of this Alistair was willing to work for him for nothing more then the promise of revenge against Spider-Man. Kingpin then tells Norman that Spencer Smythe is being held in a cryogenic unit five floors below them.

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As Kingpin talks to Norman a guard notices Spider-Man on the ceiling and shoots at him. However, Spider-Man is able to jump out of the way. While Herbert Landon is reprogramming Alistair Smythe, Kingpin calls and tells him to reactivate Smythe and to give him the new hover chair he created. Smythe then gets into the hover chair and goes after Spider-Man. As Smythe follows Spider-Man he shoots a missiles from the chair at him. Smythe then gets out of his chair and tackles Spider-Man. Spider-Man realizes that Smythe was even more agile then he is and was unsure if he can defeat him. At that moment Spider-Man remembers what Madame Web told him, "It's not the how you must master it's the why." Smythe is able to grab Spider-Man. However, Spider-Man says to Alistair that he can help him find his father. Spider-Man then breaks free from Smythe's grip and activates a monitor showing Spencer Smythe in cryogenic suspension. Smythe then throws Landon across the room and punches Kingpin in the stomach. Spider-Man then rescues Norman Osborn.

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Meanwhile in a cell in Crime Central, Mary Jane searches for a way to escape. However, Harry is afraid to do anything because of the guards. Mary Jane gets furious at Harry and tells him that they are in the real world not a game where Norman makes all the rules. Two guards then come in and order Harry and Mary Jane to go with them. Harry willingly agrees. However, Mary Jane tackles the guards. The guards manage to grab her. However, Spider-Man arrives and webs them up.

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As Spider-Man and the others make it to the laboratory Mary Jane sees Alistair Smythe and grabs a metal bar and tries to hit him with it. However, Spider-Man stops Mary Jane and tells her that within the last few minutes things have changed. Spider-Man then reminds Alistair to take the elevator five floors down to fin his father. Spider-Man then gets Mary Jane, Harry, and Norman to safety. Kingpin and Herbert Landon also manage to make it out alive. Smythe then takes the elevator five floors down and finds his father.

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Outside Norman hails a cab for him and Harry to take home. As Harry gets in the cab Marry Jane walks up and gives him back the engagement ring saying that she needs to clear her head. Mary Jane then asks Spider-Man to take her home. As they swing through the city Spider-Man lands on a building. Mary Jane then reveals to Spider-Man that back at Crime Central she was worried about Harry but felt more like she was worrying for a little brother. Mary Jane goes on to say that there is someone else that she is really in love with. Spider-Man asks who it is, hoping it is him. However, Mary Jane tells Spider-Man to put her on the sidewalk so she can hail a cab. As Mary Jane gets in the cab Spider-Man hopes that he is the lucky guy Mary Jane is in love with.

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Sometime later Alistair is able to move his father's cryogenic unit into the sewer. Alistair swears that when his father awakes they will wreak a terrible revenge against all those that wronged them.


Actor Role
Christopher Daniel Barnes Spider-Man / Peter Parker
Roscoe Lee Browne Kingpin / Wilson Fisk
Maxwell Caulfield Alistair Smythe
David Warner Herbert Landon
Sara Ballantine Mary Jane Watson
Gary Imhoff Harry Osborn
Joan Lee Madame Web
Neil Ross Norman Osborn
Linda Gary May Parker
Majel Barrett Anna Watson
Ed Asner J. Jonah Jameson
Edward Mulhare Spencer Smythe



  • Manhattan
  • Queens
  • Upstate New York



  • At the end of The Man Without Fear, Kingpin tells Smythe that his days are numbered because his plan to frame Peter Parker ended with his son being arrested. At the beginning of this episode Smythe attempts to contact Spider-Man because he is afraid that Kingpin is about to betray him.
  • Smythe has a flashback to Richard Fisk being captured by Spider-Man and Daredevil as well as his trial.
  • During the episode Smythe remembers when Spider-Man fought the Black Widow, Scorpion, and Tarantula Spider-Slayers.
  • Alistair Smythe also has flashbacks to when his father vanished in the OsCorp explosion.
  • Later in the episode Norman Osborn mentions that Kingpin's men caused the explosion at OsCorp which killed Spencer Smythe.
  • The chemical that Herbert Landon uses to mutate Alistair Smythe into a mutant Spider Slayer is the same chemical Landon created to destroy mutants. This happened in the episodes The Mutant Agenda and Mutants' Revenge.


  • The Brandon Building that Spider-Man meets Smyth at could be based on the real life building, The Brandon Residence for Women. The Brandon was opened in 1953 and is a temporary shelter for women.
  • In the comics Smythe willingly turned himself into a Spider Slayer to defeat Spider-Man. This was changed in this episode to where Kingpin had Herbert Landon turn Smythe into a Spider Slayer against his will.
  • This episode marks one of only a few times a character punches someone. Alistair Smythe punches Kingpin in the stomach after learning his father is still alive.
  • Season three had fourteen episodes but only eight of them dealt with sins committed by fathers. In this episode Spencer Smythe failed to kill Spider-Man (as revealed in flashbacks) so his son, Alistair began working for Kingpin to avenge his death. However, it is revealed the Spencer was still alive and Kingpin was manipulating Alistair.
  • When Spider-Man sees Mary Jane tackle one of Kingpin's guards he tells Mary Jane that she has Scarlett O'Hara's eyes and Bruce Lee's moves.
  • Scarlet O'Hara is the main protagonist of Gone With the Wind.
  • Bruce Lee was a martial artist and actor and is considered the most influential martial artist of all time. He is known for his starring roles in the movies The Big Boss (1971), The Chinese Connection (1972), The Way of the Dragon (1972), and Enter the Dragon (1973).

Episode review

A review by Amazing Spidey from Marvel Animation Age

A fine episode, with some great plot twists for both the heroes and the villains. The revelation that Harry and MJ are engaged, and finally, seeing Smythe become the cyborg. This was one change everyone knew was coming, as Smythe's cyborg action figure was in the first wave (which actually probably confused the hell out of the little kids!)

The story actually had some build up to it, with Smythe's blunder causing Fisk's son, Richard to be locked up, as seen in the previous episode guest starring Daredevil. It also brought in Herbert Landon to replace Smythe. This was one thing I never liked, as Landon isn't that really an interesting character, and lacked the chemistry that Smythe had with Kingpin. I always though the pairing of Smythe and Kingpin was genius. It probably helped that I love the way Roscoe Lee Brown pronounces Smythe. He had a great delivery every time!

Unfortunately, after this episode, Smythe would become rather redundant. His claims of finding a way to rejuvenate his father became laughable after his next few appearances, as he was simply another supervillain working for whoever, much like Doc Ock became. I'm in the camp that thinks this episode would have been a great send off for Smythe.

One of my main beefs with this episode is Madame Web. Once again, Spidey is made to look like a clueless amateur so the woman can show her arrogance again. Her inclusion was pointless, and Spidey could've easily figured it out by himself. A small but annoying slip up in an otherwise great episode.


"Parker, this is someone who's life is in your hands. You must contact Spider-Man for me immediately."

"I don't believe it. It sounds like. . ."

"He's the only one who can rescue me from my employer, a crime lord known as Kingpin."


"Now listen carefully. My name is Alistair Smythe."

"I knew I recognized that voice."

"I realize Spider-Man doesn't owe anything to someone who's tried so hard to destroy him. But if you can help me I will guarantee him Kingpin's head on a platter."

"But tell me something. Why would you betray your boss?"

"Because I think he's about to betray me. Tell Spider-Man to meet me on the roof of the old Brandon Building, eight P.M. sharp. I'll have some interesting data for him."

-Alistair Smythe & Peter Parker

"You should know Smythe, in spite of my size I have the agility of a cat! Too bad you have the loyalty of a jackal."


"What I really want to do is talk to MJ about her engagement to Harry. So why am I going off to meet Smythe right now? Because I also wanna bring down the Kingpin."


"Smythe's become some sort of Ultimate Spider-Slayer. And that makes me toast!"


"Please get off the floor. I just dusted it for cobwebs."

"Madame Web. Oh not her again. I'd almost rather be facing Smythe!"

-Madame Web & Spider-Man

"Spider-Man was able to escape. It seems the new Alistair is just as disappointing as the old."

"His synopsis hasn't fully adjusted to my treatments yet. I'll bring him back for more."

"Let's hope that is all he requires for his sake as well as yours Dr. Landon."

-Kingpin & Herbert Landon

"Another pathetic effort like that Spider-Man and even my telekinetic powers won't be able to save you."

"Pathetic! What more could I have done?"

"For one thing you must stop being distracted by your romantic dilemmas."

"Well that's easy for you to say. But even if I could how am I going to beat Smythe? He's too strong."

"It's not how to defeat your enemies, it's why. Why do they want to destroy you?"

"That's obvious. Smythe's working for Fisk and. . ."

"Your Aunt May seems intelligent so perhaps ignorance doesn't permeate in your family. Perhaps it's just you."

"Hey. I never asked to come here in the first place."

"Then worry about your little romance elsewhere. Go go go. And remember my confused young man. It's not the how you must master it's the why."

-Madame Web & Spider-Man

"We have come to the end of our long association. You have failed to keep our part of our bargain Smythe! Your Spider Slayer robots have been totally ineffective in destroying Spider-Man! Even worse because of your incompetence in that Peter Parker affair my son is in jail and Spider-Man now knows of my existence making him more dangerous than ever! It is time for me to cut my losses and make a change."


"Metal is the way of the past Smythe. Flesh, mutated, restructured, and enhanced holds the key to the future. And even though I'll be replacing you as the Kingpin's lieutenant there'll still be a place for you in the organization. A new and improved version of you that is. Where you once failed you'll finally succeed."

-Herbert Landon

"Everything has turned out just as I wished."

"Dr. Landon, you are sure he no longer has any feelings or will of his own?"

"None what so ever. He's the humanoid equivalent of a robot."

"How ironic. Spencer Smythe loved robots and now his son has become one."

-Herbert Landon & Kingpin

"New target: Norman Osborn. Objective: Revenge. Landon what is going on!"

"Alistair is apparently accessing his memories in order to reprogram himself. Fascinating."

"That is not the word I would use. This is a disaster. Osborn and I have resolved our differences and his resources are important to me! Reprogram Smythe immediately!"

"I can't! He's just terminated our connection!"

-Kingpin & Herbert Landon

"Hello Tiger."

"Mary Jane."

"I guess you heard the news already huh?"

"Yeah. I was a little surprised."

"I wanted to tell you myself but Harry let the word out. Sometimes he's so impetuous like a kid on Christmas morning."

"I'm very happy for you. Actually that's a lie. What I wanna ask is. . ."

"Why Harry? Listen Peter. All my life men have let me down. Harry's different though. He gives me a lot of attention. Seems like he'll always be there for me."

"But do you love him?"

"Excuse me Peter! I promised Mrs. Peabody Oakers Smith I'd discuss wedding gown designers with her! She'll be crushed if I don't."

"No. I didn't think so."

-Mary Jane Watson & Peter Parker

"Please accept my humble apologizes for the inconvenience."

"Inconvenience? There's an understatement. Fisk what in the world did you do to Smythe?"

"A misstep in the furtherance of science. Had I known he held you responsible for his father's disappearance. . ."

"Me? It was your men who caused the explosion at his father's lab! Smythe should be going after your throat not mine! It's your fault he lost his father!"

"But Spencer smythe is not lost."


"Somehow he survived the explosion of your factory. I found him amid the wreckage. I knew he would be unwilling to work for me. But all the same a genius is a terrible thing to waste. So I put him into cryogenic suspension. And when I told Alistair that Spider-Man was responsible for his father's disappearance I gained a young genius. And one willing to share a valuable robotic technology for nothing but the promise of revenge."

"That's unbelievable. Where is Spencer Smythe now?"

"In the same cryogenic unit that he has always occupied. In this building five floors down."

-Kingpin & Norman Osborn

(Kingpin's guard sees Spider-Man on the ceiling of Crime Central.)

"Hey. Check out the unauthorized ceiling ornament."


"At last I have him!"


"A winning combination. Scarlet O'Hara's eyes and Bruce Lee's moves. I think your ready for the big time."

"Gee, thanks Spider-Man. You could probably handle a leading role yourself."

-Spider-Man & Mary Jane Watson

"I don't know why I'm telling you this but back there I suddenly realized that even though I was really scared and concerned for Harry it was as if I was worried about a little brother. Don't get me wrong! I love him. But it's not the kind of love I should have for a future husband. Besides I think there's someone else I'm really in love with. And all along I've been trying to convince myself I wasn't."

"Really? And who might that be?"

"Hey there's a cab stand! You can put me down there. We gotta do this again sometime. Goodnight Spider-Man."

"So long Mary Jane. I hope Peter Parker is the lucky guy your after."

-Mary Jane Watson & Spider-Man

"Soon you will wake father. And then for all the crimes committed against us you and I shall wreak a terrible revenge."

-Alistair Smythe