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The Alien Costume, Part II is the ninth episode of season one and introduces the villain Shocker and Eddie Brock is bonded with the symbiote becoming Venom (although in the shadows).

Plot

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As three police helicopters fly through the sky one of the pilots says to the others that he has spotted Spider-Man and they fly to Spider-Man to capture him and collect J. Jonah Jameson's million dollar reward. However, Spider-Man is confident that with the suit enhancing his powers there is no way he will ever be caught. As Spider-Man clings to a wall he says that Jameson has everyone after him for something he didn't even do. As Spider-Man looks at the ground he sees a man fire a grapple hook at him. However, Spider-Man is able to jump out of the way and the hook hits the wall. As Spider-Man grabs the rope he pulls on it sending the man holding the grapple gun crashing into the wall. Another man then shoots a net at Spider-Man. However, Spidey is able to jump out of the way before he can get trapped in it. Spider-Man then shoots a web at the man which sticks him to the wall.
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Someone else after Spider-Man then activates a gun that fires sonic vibrations. As the sonic noises hit Spider-Man he notices the suit getting weaker and he falls to the ground. However, the suit is able to creates a black slime like rope that comes out of it's back and attaches to a nearby building and pulls Spider-Man upward to safety. The man then fires the sonics at Spider-Man once again. However, the black suit is able to drop a piece of itself onto the gun covering the barrel and blocking the sonic beam. One of the other thugs then aims his flame thrower at Spider-Man and shoots fire at him. However, the suit once again shoots a piece of itself out and gets Spider-Man away from the flames. Spider-Man then rips a flag pole out of the side of the building and throws it at a fire hydrant which breaks the top off. The men know that if their power packs get wet they will explode so they run away. Spider-Man then web swings off to the "source of all his troubles."
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In his office in the Daily Bugle, J. Jonah Jameson tells Eddie Brock that because of his photos they finally have Spider-Man dead to rights. However, Spider-Man appears and tells Jameson that the Promethium X was taken by the Rhino. Spider-Man then grabs Jameson by his jacket and threatens him to call off the bounty on his head. However, the Bugle security barges in and holds Spider-Man at gunpoint but Spidey is able to pick up Jameson's desk and throw it at the guards. Spider-Man then web swings into New York City. Jameson then walks over to the window and notices that in his new suit Spider-Man is even worse then he was before. Spider-Man also notices that he is becoming more violent and decides that he needs to find someone that can answer some questions for him.

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Moments later at a secret laboratory Kingpin has buyers for the Promethium X. Alistair Smtyhe then breaks off sliver of the Promethium X and places it in a room and from outside he, Kingpin, and the others watch as that tiny sliver of Promethium X is heated and then explodes. One of the thugs mentions that the Promethium X could destroy the entire planet and Kingpin replies that he only handles the best.

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Sometime later that day Spider-Man goes to Empire State University to see Dr. Curt Connors. Spider-Man tells Connors that he needs his help. However, Connors says that he is a wanted man and wants to know why he shouldn't call security. Spider-Man then Connors that he helped him once whe he was desperate and that he could have turned him into the police but he didn't. Dr. connors then agrees to help Spider-Man. Spider-Man tells Connors that he needs his suit analized and as Connors goes to cut off a piece of the material it crawls up Spider-Man's arm which shocks Dr Connors. Spider-Man then grabs a piece of his suit and tells Connors to quickly cut it off. As Curt cuts it off the suit repairs itself. Connors then puts the material under a microscope and learns that it is a living being. After some more tests Connors tells Spider-Man that his costume is actually an alien symbiote, a living being that bonds with a host to survive. Connors goes on to say that the symbiote in time will replace him. Spider-Man then heads toward the window. Connors warns Spider-Man that he must get rid of the symbiote as soon as possible. However, Spider-Man replies that he needs it to take care of a few things.

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Soon afterwards J. Jonah Jameson goes to visit his son, John Jameson in the hospital. As John wakes up he tells his father that a man in a rhino costume stole the Promethium X. Jameson then went back to the the Daily Bugle and fired Brock for lying to him about who really stole the Promethium X. Brock attempted to tell Jameson that he did it for him because they both hate Spider-Man. However, Jameson calls security and tells them to come to his office to get Brock.

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That evening Jameson went on television and said that he was withdrawing the reward for Spider-Man because an ex-Bugle employee with withholding important informantion. At Crime Central, Kingpin and Alistair Smythe watched the news report and Kingpin told Smythe that Eddie Brock must be killed to make sure that nothing can be traced back to him. Smythe replies by telling Kingpin that he has the perfect device and the perfect man to use them.

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Hours later Eddie Brock walks home complaining about how Spider-Man has cost him his job, his reputation, and his health. However, Brock also learns that he is evicted from his apartment and blames that on Spider-Man as well. At that moment Spider-Man sneaks into Brock's apartment and looks for the film of the Rhino. Spider-Man eventually finds the film in the shower head in his bathroom and swears that Brock will pay for lying to Jameson. As Spider-Man enters the livingroom he can hear someone talking to Eddie Brock. The man introduces himself to Eddie Brock as Shocker and demands to know where the pictures of shuttle crash site are. Shocker then uses his gauntlets to release a sound vibration that punched a hole into the wasll beside Brock. Spider-Man then jumps down and throws Shocker to the ground. As Shocker fires a the sound vibrations from his gauntlet Spider-Man is able to jump over him and stick to the building behind Shocker. During the fight Eddie brock manages to get away. Shocker then fires a sonic shock wave onto the wall Spider-Man is on which sends it crumbling down on top of Spider-Man. Believing that Spider-Man is dead Shocker walks away. However, Spider-Man bursts through the rubble and follows Shocker.

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As Shocker makes it to his hideout he goes inside as does Spider-Man. When shocker goes into the laboratory Smythe asks Shocker if he killed Eddie Brock. Shocker answers that he was able to get away. As Spider-Man attempts to open a door he learns that it is an armored reinforced door and says to himself that maybe he could crawl through an air vent but soon realizes that with his enhanced strength he could just break down the door. As Spider-Man breaks down the door he sees Shocker and Smythe. Shocker fires sonic waves at Spider-Man. However, he is able to jump out of the way. Smythe picks up the Promethium X and attempts to get away. However, Spider-Man captures him in his web. As Shocker continues to shoot his shock waves at Spider-Man, Spider-Man is able to grab the Promethium X and get away.

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As Peter returns home he studies the Promethium X and discovers that it is heat activated.He also finds something else very interesting about the Promethium X. 

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A few hours later Alistair Smythe and Shocker return to Crime Central and tell the Kingpin that Spider-Man took the Promethium X. Kingpin then tells them that they must get it back even if they have to take the entire city hostage. Moments later Shocker breaks into John Jameson's hospital room and kidnaps him. Afterward Shocker goes to J. Jonah Jameson's apartment where he shows Jameson his sons hospital bracelet. As Jameson asks what he wants Shocker answers that he wants him to listen very closely. From across the street Eddie Brock looks up at Jameson's apartment. A short while later Jameson does a televised broadcast from his home telling Spider-Man to contact him because it is a metter of life and death. Peter who is watching from his home gets angry that he put a bounty on his head but now wants his help. Peter then convinced himself that if he is going to do this it will be for John not for J. Jonah Jameson. Sometime later as Jameson is walking to his car Spider-Man jumps on top of it and says that he is really tired of cleaning up his messes. From afar the both of them are being watched by Eddie Brock.

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Spider-Man and Jameson then drive to an old church. Whe they get there they go inside. Eddie Brock who had followed them arrived at the church aswell and believed that Jameson and Spider-Man were working together to plot against him. When Spider-Man and Jameson get inside they see Smythe who tells them to hand over the Promethium X. However, Spider-Man says that he won't get the Promethium X until he sees John Jameson. Alistair shows them that John is unharmed and spider-Man hands Smythe the Promethium X. Jameson then untied his son and took him away. However, Smythe double crossed Spider-Man by bringing shocker along with him. Shocker activates his gauntlets but Spider-Man is able to jump out of the way before the blast can hit him. As Spider-Man jumps to the ground Shocker fires another blast at him. However, Spider-Man grabs a near by shield and uses it to deflect Shocker's blast. The blast instead hit a case filled with old weapons and it shatters. A mace lands by Eddie Brock's feet and he picks it up. Spider-Man gets the upper hand on Shocker and is able to kick him across the room.The symbiote begins to make Spider-Man more violent but Shocker uses his gauntlets to shatter a stone piller trapping Spider-Man underneat it. Eddie Brock then runs up swinging the mace but runs away when he learns that Shocker "still has business with him." Spider-Man manages to break free from the debris and picks up a stone piller but before he can throw it at Shocker, Shocker blasts a hole through the wall and runs off. Shocker makes it to the bell tower and aims his guantlets at the hatch in the floor thinking that is where Spider-Man will come from. However, Spider-Man crawls up the wall behind Shocker and gets into the bell tower.

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As Spider-Man runs up to Shocker he grabs him and begins to squeeze him so hard that he is suffocating him. At that moment Brock goes up to the bell tower and tackles Spider-Man. This causes Spider-Man to drop Shocker and he gets away. Spider-Man then covers Brock in his web and hangs him right below the bell. Spider-Man's spider sense then goes off and dodges Shocker's sonic blast. However, Spider-Man breaks a stone railing off the bell tower walls and hits shocker's gauntlets breaking them. As Shocker trys to hit Spider-Man he grabs Shcker's arms and holds him over the ledge of the bell tower and is about to drop him. Shocker frightened for his life tells Spider-Man that he can't do this because he's the good guy. Spider-Man then remembers what his Uncle Ben always told him, with great power comes great responsibility. However, the symbiote forces spider-man to drop Shocker. Luckily Spider-Man is able to catch Shocker with a web line before he hits the ground. Spider-Man then realizes that Doctor Connors was right that the symbiote is taking control of him.
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Spider-Man fights to rip of the symbiote with no luck. As the church bell begins to ring Spider-Man feels pain. Spider-Man then realizes that sonic vibrations are the symbiotes weakness. As Peter gets closer to the ringing bell he is separated from the symbiote. The symbiote attempts to rebond with Peter. However, Peter fights back. The symbiote then grabs Peter's arm and throws him over the edge of the bell tower. Hower, Peter is able to grab hold of the railing on the side of the building and he watches as the symbiote apparently dies and oozes through a crack in the floor. Peter then runs off.
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Back at Kingpin's laboratory Smythe arrives with the Promethuim X. Kingpin attempts to start the bidding. However, one of the thugs demands another demonstration. However, when the Promethium X is heated nothing happens. As Smythe examines it he discovers that the Promethium X has transmutated into lead. Kingpin demanded to know why Smythe didn't tell him about this and Smythe replies because Kingpin didn't give him a chance to study it. Kingpin then realizes that Spider-Man knew of this and that is why he handed it over.

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Meanwhile at the church the symbiote drips onto Eddie Brock. Brock gains a gravely new voice and a buff new body. Brock is then able to break free from Spider-Man's web and a Daily Bugle newspaper carried by the wind hits his leg. As Brock picks it up he sees a picture of Spider-Man and vows to get revenge on the spider.

Cast

Actor Role
Christopher Daniel Barnes Spider-Man / Peter Parker
Ed Asner J. Jonah Jameson
Hank Azaria Eddie Brock / Venom
Roscoe Lee Browne Kingpin / Wilson Fisk
Maxwell Caulfield Alistair Smythe
Joseph Campanella Curt Connors
Michael Horton John Jameson
Jim Cummings Shocker

Cameos

  • Bounty hunters
  • Rhino (Mentioned only)
  • Thug #1 at auction for Promethium X
  • Thug #2 at auction for Promethium X
  • Ben Parker

Locations

  • Bell tower

Items

Continuity

  • Spider-Man still has the alien costume.
  • Spider-Man mentions Rhino stealing the Promethium X from the shuttle.
  • When Spider-Man talks to Curt Connors he mentions helping him when he was desperate. Spider-Man is talking about curing Connors of being the Lizard in the episode Night of the Lizard.

Trivia

  • Christopher Daniel Barnes has stated that The Alien Costume trilogy (part two in particular) was difficult to play Peter Parker because Peter was battling his own costume. Barnes has also said that "It was really spiritual in a weird way."
  • This is one of the few episodes that used the word death. While J. Jonah Jameson is on television asking Spider-Man to contact him he says that "It is a matter of life and death."
  • While Spider-Man studies the Promethium X he finds something "interesting." Considering that Promethium X could be used as a powerful nuclear weapon it is surprising that Spider-Man woud just hand it over. At the end of the episode when the Promethium X turns into lead Kingpin says "Spider-man knew it." This means that while Spider-Man was studying the Promethium X he learned that it would turn into lead and knew that Smythe would not be able to use it as a weapon.
  • In the comics the church Spider-Man goes to is called Our Lady of Saints. In this episode the church is unnamed.
  • The end of this episode where Spider-Man uses the bell to get free from the symbiote is adapted from Web of Spider-Man #1 (1985).
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  • If you look closely at the Daily Bugle newspaper Venom is holding at the end of the episode you can see that the article on it is not written in English. Instead it appears to be written in Greek.
  • Originally The Alien Costume was only going to be two episodes long. However, fans wanted to see more of the symbiote costume so this episode was made and added to the middle of the Alien Costume saga.
  • When this episode was adapted into the ninth issue of the Spider-Man Adventures it was given the subtitle Paint it Black.
  • The issues full title was The Alien Costume, Part II: Paint it Black.

Influence

This episode had a major influence over subsequent appearances of the Venom symbiote. Originally when the symbiote was first introduced into the comics it was only trying to take over the minds of whoever it bonded with. John Semper Jr. changed this to where the symbiote also made it's host more aggressive and violent. This change was later carried over into the movie Spider-Man 3 and the television series The Spectacular Spider-Man.

Episode review

Review by Amazing Spidey of Marvel Animation Age

Another outstanding episode, often praised as the best the series ever did. This is truly an example of how to do a 3 part episode; it never felt like you were just waiting for it to get to the climax as I feel most animated 3 parters are guilty of.

As part 1 did, this episode once again had stunning animation, the highlight of which was the fight in the cathedral between Spider-Man and the villain who was introduced in this episode, The Shocker, fabulously voiced by Jim Cummings.

The fugitive angle kicked into higher gear here, as did the arrogance Spider-Ma was displaying throughout the whole time he was wearing the costume, particularly whilst fighting the bounty hunters. Not forgetting about the supporting cast, Jameson and Brock played big roles, and the friendship between spidey and Dr. Connors was expanded on, this time, Spidey came to Connors in his hour of need.

Overall, as a big fan of the whole symbiote saga in the comics, I was surprised to learn that I liked the animated version even more. The first 2 parts featured the best animation the show had to offer, which at times, was spectacular. The crew always handled multi-parts well, and this is the pinnacle of them.

Quotes

"You bone heads con't catch me. Not while this suit makes me stronger and faster then you."

-Spider-Man

"Blast Jameson and his stupid reward. He's got the whole world after me for something I didn't do! I can hardly move without someone wanting a piece of me."

-Spider-Man

"Don't you yahoos get it! The black Spider-Man is unbeatable!"

-Spider-Man

"This is weird. Maybe this ain't spider-Man."

"How many other wall crawlers hang around here?"

-Two thugs after Spider-Man

"My suit has cruise control. But your suits. Your suits have battery packs that plow up if they get wet! Bye bye."

-Spider-Man

"Now to go right to the source of all my troubles."

-Spider-Man

"Thanks to your photos we've got the web slinger dead to rights."

"I told ya I could do the job JJ."

"You did a job alright. . . on me."

"Spider-Man!"

"You think you can hide in some cockamamie new costume."

"I've got nothing to hide. Especially from a couple of second rate hacks like you."

"Ya, well pictures don't lie."

"But you do!"

"I know what I saw."

"You didn't see me take the Promethium X."

"Well who else could have taken it?"

"How about the clown in the rhino costume, punk."

"A rhino? I think that new suits cutting off the oxygen to your brain."

"If you don't call off that reward I'm gonna. . ."

(Spider-Man is cut off by the Bugle security who barge in.)

"Don't even think about it."

"Who needs to think?"

(Spider-Man then web swings into the city.)

"I almost lost it again back there."

"As bad as he was before in that suit he's even worse."

"What is happening with me? I gotta get some questions answered."

-J. Jonah Jameson, Eddie Brock & Spider-Man

"Promethuim X is the most powerful, fissionable element ever discovered. Less then a microgram should give up proof of it's power."

"Shouldn't we be wearin' protective gear?"

"Promethium X doesn't radiate until it's heated. That's the beauty of it. The most powerful fissionable material in the universe and you can carry it around in your pocket. Now all we need to do is increase the tempature and ignite it."

(Smythe heats up a sliver of the Promethium X and it explodes.)

"That chunck you hav. . . it could destroy this whole planet."

"I only handle the best."

-Alistair Smythe, a thug & the Kingpin

"Dr. Connors I need your help."

"Your a wanted man. Tell me why I shouldn't call campus security?"

"I helped you once when you were desperate. I could have turned you in but I didn't."

-Spider-Man & Curt Connors

"Where do you think your going! You've got to get that suit off!"

"I can't. Not yet. There's some things I've got to take care of first."

"Get rid of it!"

"I need it!"

-Curt Connors & Spider-Man

"You lied to me!"

"Okay, okay. It was just some fool in a bad Halloween costume. What's the big deal?"

"I can't have someone who works for me coloring the truth and leaving out facts! It's against everything I stand for! Your history Brock, outta here, fired!."

"What? No, no wait. I. . . I have more pictures."

"Out!"

"Come on. You hate Spider-Man, both of us do. I thought you'd be glad to hear he took the Promethium X. JJ, I did it for you."

"You did this for yourself Brock! Get me security I've got some trash they can throw out."

-J. Jonah Jameson & Eddie Brock

"Spider-Man. Everywhere I turn he's in my way! He cost me my job, my reputation, my health, my apartment."

-Eddie Brock

"Not to hygenic of him but clever. And now Mr. Brock will learn a serious lesson about the dangers of lying."

-Spider-Man

"This is why they call me the Shocker." (Shocker blasts the wall beside Eddie Brock with his Vibro-Shock Gauntlet.) "So very painful or sort of painful? That's up to you. Where are the photos of the crash site?"

"What's this, a fight? And nobody invited me."

"You stay out of this."

"Reasonable advice! But I haven't had much use for reason latley."

"Gettin' rid of you is gonna be a blast."

-Shocker & Spider-Man

"Rest in pieces Wall Crawler."

(Spider-Man bursts through the fallen debris.)

"How about I follow you instead!"

-Shocker & Spider-Man

"Maybe I can crawl through an air vent. Air vent? That's the old Spidey talking'."

-Spider-Man

"I did smash Spider-Man though."

"Well well. If it isn't my old friend Alistair Smythe."

"How did you get in here?"

"Since I got my new suit I get invited to all the best parties."

-Shocker, Alistair Smythe & Spider-Man

"Your all tied up so I'll be on my way."

-Spider-Man

"Spider-Man took the Promethium X."

"You will have to get it back. Even if you must take the whole city hostage."

"Excellent idea."

-Alistair Smythe & Kingpin

"Spider-Man wherever you are if your within the sound of my voice you must contact me. It's a matter of life and death."

"So now I'm suppose to come running when you call? This is for John old man not for you."

-J. Jonah Jameson & Peter Parker

"I'm getting real tired of cleaning up your messes Jameson."

-Spider-Man

"I bet your plottin' against me with Spider-Man."

-Eddie Brock talking about J. Jonah Jameson

"A double cross? Big surprise."

"If you think that's a surprise then your in for a real shock!"

"I will tear you limb from limb!"

"Oh, I'm all shook up."

-Spider-Man and Shocker

"Surprised Shocker? Let me tell it to ya straight. I am invincible!"

-Spider-Man

"You can't escape me I'll chase you to the ends of the Earth!"

-Spider-Man

"You'll pay for this!"

(Shocker tries to hit Spider-Man. However, Spider-Man grabs his arms and holds him over the edge of the church tower.)

"The checks in the mail baby!"

-Shocker & Spider-Man

"Your suppose to be the good guy. You can't do this!"

"Why not? I have the power. Power. My Uncle Ben always use to tell me with great power comes great responsibility."

"I knew you wouldn't."

(The symbiote pushes Shocker over the edge.)

"What have I done! What's this costume doing!

(Spider-Man shoots a web line at Shocker saving him.)

"Doc Connors was right. The symbiotes taking control. I've got to get it off. It's too late it won't let me!"

"Sonic vibrations. Noise makes you craze. I should have guessed that before."

(Peter gets seperated from the symbiote.)

"Why didn't I know your weakness? Did you block it from my mind to protect yourself? Or was Connors right? Stay away from me! I thought I wanted what you had to offer but I'm not like you and I won't let you do this to me! No! It's over."

-Shocker & Spider-Man

"Enjoy your fame while it lasts."

-Venom

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