Battle of the Insidious Six is the second episode of season two and Spider-Man continues to fight the Insidious Six without his powers. Spider-Man then discovers that he is mutating even further into something. . . that won't be human.
As May Parker waits at the clinic for word on Peter's condition Chameleon disguised as a female nurse enters the waiting room and tells her that Peter is in serious but he is getting good treatment from Dr. Otto Octavious and his staff. At that moment in the basement of the clinic Spider-Man is being overe powered by the Insidious Six. As Shocker fires a blast at Spider-Man from his Vibro-Shock Gauntlets, Spider-Man is barley able to jump out of the way. As Spider-Man runs away he is confronted by Doctor Octopus. As Doc Ock attempts to grab Spider-Man with his mechanical arms he runs off and in the process accidentally drops a crate of Mysterio's holocubes. One of the holocubes is accidentally activated and projects a 3D image of a jungle in the room. As Spider-Man hides in the holographic jungle Doctor Octopus searches for him and wonders why Spider-Man does not face him unaware that he has lost his powers. As Spider-Man runs off he is able to avoid capture from Rhino and Scorpion but is captured by Doctor Octopus and the others gather around. Meanwhile at Crime Central, Kingpin congradulates the Sinsidious Six on capturing Spider-Man. At that moment Kingpin revieves a video call from Silvermane who tells him that his failure to kill Spider-Man forces him to act on the Cartel's behalf. Kingpin then has Alistair Smythe patch Silverman into the live video feed of the Insidious Six. After seeing that he has captured Spider-Man, Silvermane congradulates Kingpin and tells him that the Cartel will be pleased. However, Kingpin berates Silvermane and tells him that he captured Spider-Man not because the Cartel ordered him to but because he is his enemy. Kingpin then orders Doctor Octopus to remove Spider-Man's mask. As Doc Ock does this he is shocked to see Peter Parker is the face beneath the mask. Mysterio suggests that they kill him. However, Doctor Octopus tells Mysterio that he can not be the real Spider-Man because of how easily they were able to capture him. Rhino deduces that Peter dressed up as Spider-Man because he couldn't find the real Spider-Man. As Shocker attempts to blast Peter, Doctor Octopus moves his arm out of the way and instead hits the chair they tied him to which forces him across the room and falls to the ground. As Peter looks around he sees that he has knocked over a crate filled with Mysterio's holocubes and grabs one of them. Doctor Octopus then tells Peter that if he wants his aunt back he will lead them to the real Spider-Man. As Silvermane sees that he is not the real Spider-Man he is pathetic for abducting on old woman and strong-arming her weak nephew. Silvermanw then contacts Hammerhead and tells him that Kingpin has failed them and he orders Hammerhead to attack Kingpin. Kingpin knows that the Cartel is going to attack him but orders the Insidious Six to attack them first.
A short while later Doctor Octopus has Peter pose as a patient of his and when May goes to see him he tells her that he is going to be alright. Doctor Octopus then walks May out of the room and tells her that he will call a cab to take her home. However, May runs over to Peter's bed and gives him a kiss on the cheek and then walks out with Octavius. Mysterio then appears out of thin air and Chameleon (who is disguised as his nurse) tells Peter that if he doesn't lead them to Spider-Man they will go after her again and even threaten to harm her.
At that moment Hammerhead approaches Silvermane at his headquarters and tells him that he must get to safety because Kingpin is coming after him. However, they are to late as Kingpin flies a helicopter with Rhino suspended from a harness and rams him into the building creating a hole allowing Rhino to get inside. Shocker and Scorpion also ump from the helicopter and the three of them go after Silvermane. However, Hammerhead is able to get Silvermane into the elevator but soon reveals himself to really be the Chameleon. As the elevator reaches the roof Rhino attaches the elevator cables to Kingpin's helicopter. Before it takes off Chameleon jumps out of the helicopter and disguises himself as Silvermane. As one of silvermain's men gets to the roof Chameleon tells him that Kingpin is far to powerful and that the attack on Crime Central is off.
Sometime after the attack on Silvermane, Peter Parker and the Insidious Six meet at a hotel where Peter told them is where me meets up with Spider-Man. As Peter and Doctor Octopus get onto an elevator a bellhop gets on and reveals himself to be Chameleon. As Doctor Octopus asks peter why Spider-Man meets with him Peter replies that he thinks it's because Spider-Man needs all the PR he can get. As they get to the roof Doctor Octopus is met by the other members of the Insidious Six. Mysterio then uses his holographic technology to disguise the others as giant air conditioners. Peter then secretly reaches into his pocket and takes out the holocube he took earlier and throws it onto the ground and as it activates it projects a 3D image of a fighter jet. In the confusion Peter runs off. However, Mysterio tells the others that Peter must have gotten one of his holocubes. As Rhino chases after Peter he grabs another holocube and tosses it onto the ground and created an image of canyon nd triched Rhino into thinking that he would fall into it which gave him enough time to get away. As Peter runs to the edge of the roof he shouts "Look out Spider-Man! It's an ambush!" Shocker then fires a blast of sound waves from his gauntlets at Peter which knocks him over the side of the building. As peter falls he realizes that since Shocker's blast didn't kill him his spider powers must have returned. Spider-Man then web swings back to the roof.
From the helicopter Kingpin and Silvermane watch Spider-Man and the Insidious Six. Kingpin then tells Silvermane that after he witnesses Spider-Man's death he will notify the other crime lords that he will be taking over his territory. Silverman refuses but Kingpin attaches him to a hook that is tied to a rope and throws him out of the helicopter. As Spider-Man jumps over to Silvermane he dettaches him from the hook and he swings off. Kingpin witnesses Spider-Man save Silvermane and believes that the both of them are allies. Kingpin then communicates with the Insidious Six and orders them to go into the building and search for Spider-Man and Silvermane. As Spider-Man asks Silvermane why the Insidious Six is after him Silvermane lies and says that he is very rich and the Insidious Six wanted to hold him for ransom. Spider-Man then orders Silvermane to hide until he gets back. As Spider-Man looks around he is caught by Rhino. However, Spider-Man tells Rhino that he is Chameleon and that he just disguised himself as Spider-Man. Spider-Man then points out two shadowy figures and tells Rhino that they are Spider-Man and Silvermane. As Rhino rams into them he learns that they are really Shocker and Chameleon. As Shocker asks why Rhino did that Rhino replies that Chameleon told him to. As Spider-Man and Silvermane attempt to get away Spider-Man's spider sense goes off and he leaps out of the way before Doctor Octopus' mechanical arm can hit him. Spider-Man then webbs Silvermane to the ceiling and takes care of Doctor Octopus. However, Spider-Man once again starts to lose his powers.
As Spider-Man and Silvermane leave the building they are spotted by Doctor Octopus who alerts Shocker and tells him to get them. As Shocker looks out of an open window Spider-Man grabs him and throws Shocker into a near by water tower. The water gets inside Shockers costume and he is able to get out of it and jump from the water tower before his costume explodes. Spider-Man along with Silvermane then swings over to a nearby building and Spider-Man uses a web line to lower Silvermane through a chimney into a building. Doctor Octopus and Scorpion then jump onto the room and Doc Ock attempts to hit Spider-Man with his mechanical arms. However, Spider-Man is able to use his agility to jump out of the way. As Scorpion sprays acid from his tail Spider-Man jumps out of the way and instead hits the rotor of Kingpins helicopter. The helicopter then starts to go out of control and Alistair Smythe flies back to Crime Central. As Spider-Man is caught between Scorpion and Doctor Octopus, Scorpion fires acid from his tail. However, Spider-Man leaps out of the way and the acid instead hits one of Doctor Octopus' mechanical arms. Doctor Octopus then attacks Scorpion and the two begin to fight. This allows Spider-Man enough time to get away.
As Spider-Man reaches the ground he finds Silvermane talking to some children who spotted him coming into their home through their chimney and thought he was Santa Clause. Silvermane then thanks Spider-Man for not only saving him many dollars in ransom but for also enhancing his reputation. Silvermane then points to the children as they "Bye Santa" at him. As Silvermane walks off he finds a payphone and calls his people telling them that Kingpin is a plague on the city of New York and that he must be killed. Spider-Man then grabs his web bag filled with his clothes and then heads home to get some sleep.
A short while later the Insidious Six meets in an alley. All six feel that Kingpin has not delivered on his promise that they would kill Spider-Man and have the world. Kingpin hears them over their headsets and tries to get them to stay together. However, no one listened to him and as they threw their headsets on the ground they go their separate ways. At Crime Central, Smythe tells Kingpin that Silvermane will rally the crime lords against him and that he has "dug himself an awfully deep grave." However, Kingpin replies that this is only a temporary setback and that eventually he will end Silvermane.
The next day Peter runs into Falicia Hardy and apologizes for missing their date. Peter asks if they could have dinner tonight. However, Michael Morbius walks up and says that Felicia is having dinner with him tonight and for the rest of the week. Felicia and Morbius then walk off and Peter thinks to himself that this is unbelievable.
As Peter returns home he is greeted by Aunt May who is glad to see him. Peter then tells May that Dr. Octavius let him go early. Peter then sees Mary Jane in the living room and she tells him that she is there to check on him.
Later that day Spider-Man goes to ESU and tells Curt Connors that he feels great. However, Connors reveals that Spider-Man's DNA is mutating even further but is unsure what he is changing into. The only thing he does know is that whatever Spider-Man is mutating  into. . . it won't be human.
|Christopher Daniel Barnes||Spider-Man / Peter Parker|
|Linda Gary||May Parker|
|Jennifer Hale||Felicia Hardy|
|Sara Ballantine||Mary Jane Watson|
|Joseph Campanella||Curt Connors|
|Nick Jameson||Michael Morbius|
|Roscoe Lee Browne||Kingpin / Wildon Fisk|
Chameleon disguised as Kingpin
|Maxwell Caulfield||Alistair Smythe|
|Efrem Zimbalist Jr.||Doctor Octopus / Otto Octavius|
|Gregg Berger||Mysterio / Quentin Beck|
|Martin Landau||Scorpion / Mac Gargan|
Chameleon disguised as Sivermane
Chameleon disguised as Hammerhead
|Steven Polinsky||Additional voices|
- Image Inducer
- Vibro-Shock Gauntlets
- Doctor Octopus' mechanical arms
- Rhino suit
- Scorpion suit
- Smythe's hover chair
- This episode is a direct continuation of The Insidious Six.
- When Doctor Octopus mentions the last time he fought Spider-Man he is talking about the events of Doctor Octopus: Armed and Dangerous.
- At the end of the episode Peter appears surprised that Mary Jane came to see him. It is possible that they have not talked since the end of Day of the Chameleon which was when MJ got angry at Peter for missing her play.
- 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.
- When Kingpin has the Insidious Six attack Silvermane, Kingpin says "Now it's time to pay the piper." The expression time to pay the piper came from the story the Piped Piper of Hamelin in which the Piped Piper removes rats from a town, and when not paid, he took their children.
- At one point in the episode Spider-Man calls the Insidious Six the Six Stooges. This is a reference to Moe, Curly, and Larry who were a comedy act and formed a group called the Three Stooges.
- When Spider-Man tricks Doctor Octopus and Scorpion to fight each other he says "Blessed are the peacemakers." This is taken from the Bible in particular Matthew 5:9 where Jesus was giving a sermon and said "Blessed are the peacemakers, for they shall be called the children of God."
A review by Amazing Spidey from Marvel Animation Age
I hadn't read the comic this was based on, Amazing Spider-Man Annual #1 at the time, so I was gob smacked when Doc Ock unmasked him. What was even better was how it was resolved in a respectable manner. It didn't seem forced to me. the only thing which confused me, was wouldn't the villains get a little curious as to how he created the webbing?
It was nice to see the Peter/Octavious relationship expanded on. It made for some great scenes in Dr. Octopus: Armed and Dangerous and made some even better scenes here. I always felt this was the last great appearance of Doc Ock. In the majority he was nothing but a common supervillain, usually working for Fisk. Here, he still had all the characteristics that made him such a great villain to begin with.
The disappearing powers angle made for some great drama. Whilst he was fighting them, you never knew if they were going to give out on him. It made the opening fight in the warehouse all the better. It also tied into the Neogenic Nightmare angle very well, branding it as only the beginning stages of his disease. I thought this episode was actually one of the better episodes of the seasons. It lost the track for a couple of episodes in the middle, and was boring as hell by the time The Tablet Of Time story came about.
And finally, it must be said, that this episode had the best ending of an episode ever, summed up perfectly in the quote below;
SPIDER-MAN: Come on Doc! My powers came back and I feel great! How bad can the test results be?
CONNERS: This bad. The mutagenic factor in your blood has undergone another transformation.
SPIDER-MAN: Did you say mutagenic, as in mutant?
CONNORS: I'm afraid so. Whilst I can't tell you exactly what your DNA is turning into, one things already clear. It wont be human...
Damn creepy... simply the best ending on this show!
"Time to take your medicine you ya fly eatin' fool. And my shock therapys just what the doctor ordered!"
"If I thought it would bring back my spider powers I'd be tempted. But since the attending physician is Doc Ock I better steer clear."
- -Shocker & Spider-Man
"Mysterio's virtual reality technology. Amazing."
"What is wrong with you Spider-Man? Why do you hide behind these silly tricks! Why do you not fight us!"
"For one simple reason. Without my powers I'm as phony as this jungle. I still gotta aviod the wild animals though. And that means rhinos, scorpions, and escecially octopi."
- -Doctor Octopus & Spider-Man
"What a disappointment. I had wanted a much tougher battle."
"All I want are my powers back so I can rescue Aunt May."
- -Doctor Octopus & Spider-Man
"Gentlemen I must congratulate you. You've justified my faith in your combined abilities."
"What's this? You've actually caught the vermin?"
"You see it with your own eyes. Assuming they have not failed you yet old man."
"It seems that congratulations are in order. The crime lords will be pleased to learn that you've fulfilled their request."
"I captured Spider-Man not at anyone's request but because he is my enemy. And I always eliminate my enemies!"
- -Silvermane & Kingpin
"He is not the real Spider-Man. Think of his miserable performance here tonight. The last time I fought Spider-Man he was formidable, powerful, agile, almost invincible. This time he was ridiculous."
- -Doctor Octopus
"Don't worry ma'am. With Dr. Octavious your nephews in the very best of hands."
"Ya all six of them."
- -Chameleon (disguised as a nurse) & Peter Parker
"Now remember Parker if you don't lead us to Spider-Man we'll go after her again. This time she'll need the hospital bed."
- -Chameleon (disguised as a nurse)
"And now it's time to pay the piper."
"Hey! I thought you said we were going to the basement?"
"You also thought you were a match for Kingpin. On both counts you were wrong."
- -Silvermane & Chameleon (disguised as Kingpin)
"No thanks. Already got one."
- -Bellhop & Peter Parker
"Since my number one student says Spider-Man is due at midnight it's time I gave myself some elbow room."
- -Doctor Octopus as his mechanical arms burst through the trench coat he is wearing
"Hey fly eater, what happened to the kid! Did he go splat or what?"
"I took care of that snitch, Parker. And now I'm gonna take care of you. Alright for starters I might just drowned you in nervous sweat."
- -Shocker & Spider-Man
"Smooth. Just the way I planned it."
- -Spider-Man after crashing through an open window and hitting the floor
"So why did you get invited to this little party?"
"I'm very wealthy. They said they were holding me for ransom."
"You've gotta hand it to those guys. They've never met a crime they didn't like."
- -Spider-Man & Silvermane
"I've just gotta toss out the garbage!"
- -Spider-Man as he throws Doctor Octopus across the room
"Lets get out of here before the six stooges return."
(Shocker's costume explodes.)
"Wow! Talk about wearing flashy clothes!"
"You know I've never been one to seek out the spot light."
- -Spider-Man after getting caught under the search light from Kingpin's helicopter
"Ouch! I'd hate to see the repair bill on that. Can't you find anybody coordnated to work with?"
- -Spider-Man after Scorpion damages Doctor Octopus's mechanical arms with acid
"Scorpion you malorganise bungler!"
"People are always doin' that. I hate to be called names!"
(Doctor Octopus hits Scorpion with his mechanical arm.)
"Scorpy, you gonna take that abuse from a six armed freak?"
(Scorpion hits Doctor Octopus with his tail.)
"This is my cue to scudo."
(Spider-Man uses his web to lower himself off the building and onto the ground.)
"Scorpion you have made the big mistake of making me angry!"
"Blessed are the peace makers."
- -Doctor Octopus, Scorpion, & Spider-Man
"Not bad. Aunt May's safe and I saved a kindly sweet old man too."
"He must be annihilated! Kingpin is nothing but a plague upon the city of New York. He must be eradicated!"
- -Spider-Man & Silvermane
"Now Silvermane will rally the crime lords against you. You've dug yourself an awfully deep grave this time."
"This is only a temporary setback. In the end Silvermane will be the one to occupy that grave."
- -Alistair Smythe & Kingpin
"Come on doc, how bad can it be? My powers came back and I feel great! How bad can the test results be?"
"This bad. The mutagenic factor in your blood has undergone another transformation."
"Did you say mutagenic? As in mutant?"
"I'm afraid that's right. As near as I can figure whatever turned you into Spider-Man was not a one time process. It was just the beginning."
"The beginning? Of what?"
"Your still changing and it's accelerating. So while I can't tell you exactly what your DNA is transforming you into one thing is already clear. . . it won't be human."
- -Spider-Man & Curt Connors