As Spider-Man web swings through some trees he says to himself that he has never been so frightened before in his life about the mutation Curt Connors told him he was going through. As Spider-Man arrives at the Xavier Mansion he climbs on to the roof and thinks to himself that hopefully the world leading expert on genetic mutation will be able to help him. Just then Spider-Man's spider sense activates and he is grabbed by a giant metal claw and dropped through a hole leading inside the mansion. As Spider-Man enters the mansion his body is surrounded in a metallic straight jacket. At that moment Wolverine steps out of the shadows and tells Spider-Man that if he makes one wrong move he'll turn him into a "shish kabob." The other members of the X-Men then step out of the shadows. As Storm demands to know why Spider-Man has come to the mansion he answers that it's none of their business. Rogue then walks up to Spider-Man and begins to flirt with him. However, Wolverine moves Rogue out of the way and threatens Spider-Man. As Spider-Man webs up the X-Men he runs off. Spider-Man then runs into the Danger Room and Gambit tells the others that he was training in there earlier and left it running. As Cyclops what program the Danger Room was running Gambit answers "Deadly Sentinels."
Inside the Danger Room the holographic technology makes it look as if Spider-Man is in a forest. Just then Spider-Man's spider sense alerts him to danger. As a giant laser hits the ground the blast throws Spider-Man across the room. As Spider-Man looks up he sees two Sentinels. As one of the Sentinel's raises his hand to fire another laser blast Spider-Man shoots a web line onto it's head and jumps onto the other Sentinel and ties the other end of the web line to it's head. However, the Sentinels free themselves from the web and go after Spider-Man. However, before the Sentinels can kill Spider-Man Storm uses her powers to create a lightning storm in the Danger Room and the lightning hits the Sentinels and is able to defeat them. However, more Sentinels show up and the X-Men work together to defeat them. Cyclops then orders Jean Grey to go to the control room and shut the Danger Room down which she does. As the X-Men surround Spider-Man they are about to fight him. However, Professor Xavier comes in and orders them to stop. Xavier then asks Spider-Man what he come to them for and Spider-Man and Spider-Man answers Professor X by saying that he came to see him.
Moments later in the Xavier Mansion, Spider-Man explains to Professor X that he is mutating into something but he doesn't know what. Spider-Man asks Professor X if he can cure him. However, Xavier answers that he is unable to cure mutations and built his school to train mutants and help them accept who and what they are. This makes Spider-Man angry and he leaves in frustration. Jubliee attempts to stop him. However, Wolverine tells her that Spider-Man is too much of a loner. Beast then tells Wolverine that Spider-Man reminded him of Wolverine when he first joined the X-Men. As Beast goes outside Wolverine follows him. Wolverine follows behind him and Beast says that the Brand Corporation has been researching mutant genetics and believes that he could help cure Spider-Man. Wolverine tells Beast that he's not acting like himself. However, Beast replies that Wolverine must not know him that well and goes after Spider-Man.
Back in New York City, Herbert Landon, CEO of the Brand Corporation, meets with Hobgoblin. Hobgoblin then tells Landon that he hopes he followed instructions because Landon wouldn't want the Kingpin to find out he's double-crossing him. Landon begs Hobgoblin not to tell Kingpin and says that Kingpin can not be allowed to steal his technology. Herbert Landon then gives Hobgoblin a brief case filled with money. As Landon runs outside he activates an explosive in the brief case and it blows up. Herbert Landon then gets into his limo and it speeds off. However, Hobgoblin managed to survive the explosion and swore that he would extort more money from Herbert Landon. At that moment Landon gets a phone call from the Kingpin. Kingpin tells Landon that his spies at the Brand Corporation have told him that he has left the Brand Corporation and that he should be there working. As Kingpin hangs up Alistair Smythe mentions how rude Landon was. However, Kingpin says that if Landon can create an army of genetically altered super mutants that will do his bidding then he can tolerate a little rudeness. Smythe then says that he doesn't trust Landon. However, Kingpin replies that he doesn't trust anyone.
A short while later Herbert Landon arrives at the Brand Corporation where he is met by his secretary, Genevieve, who tells him that every thing is ready for his press conference and asks if now is the right time to go public with his research on genetic mutation. Landon answers that he would like to delay the press conference but his chief investor needs reassuring and to get him off his back he will share some of his preliminary findings with the press. Landon continues to say that his real work, which will be for the good of man kind, won't be finished until he preforms one final test.
Only moments later Beast catches up to Spider-Man and says that he just wants to talk. However, Spider-Man says that he has had enough of the X-Men and web swings away and Beat follows after him. Beast once again catches up to Spider-Man and tells him that Herbert Landon has developed a cure for his specific type of mutation and that he might be able to cure him. Unknown to Spider-Man and Beast they were being watched by men hiding in the bushes. As Spider-Man asks why Beast is helping him Beast replies that he is still human. Spider-Man replies that he is not sure that he still is and web swings away. Beast is then assaulted by the guards. As Beast jumps onto a tree branch to get away one of the guards hit it with a laser beam causing it to break and Beast falls to the ground. As Beast is surrounded he attempts to fight off the men but is knocked out by a stun ray and taken away.
Spider-Man then goes to the Watson house and watches Mary Jane through her window. Spider-Man begins to think that if he does mutate Mary Jane will no longer want to be with him and goes home. As Peter looks at a photo of his Uncle Ben he remembers back to when he was a child and Ben taught him how to catch fish. Peter had caught a fish on his line but was unsure that he could reel it in because of his rotten luck. However, Ben told Peter that he knows he can do it because he had a hand in raising him. Peter then remembers Ben telling him that he can do anything if he doesn't give up on himself. Spider-Man then arrives atop the Brooklyn Bridge and remembered how Ben always believed in him and realizes that he can't give up and must fight his new mutation.
The next day Cyclops and Jubilee test the Blackbird's engine in a desert. As Cyclops has the Blackbird do a loop in the air Jubilee get scared and asks Cyclops if they can go back to the mansion. From the mansion Wolverine calls the Blackbird and asks if they have seen Beast. Cyclops tells Wolverine to check the lab. However, Wolverine replies that he has already checked there. Jean then walks in and says that Wolverine has been overly worried about Beast and asks why. Wolverine answers that lately Beast has been acting strange. Jean then says that everyone has their own private pain that they keep hidden and that he of all people should under stand that. Wolverine then track Beast by his scent to the spot where he was taken. As Wolverine sniffs around he picks up Beast scent. Wolverine then smells Spider-Man and a bunch of other guys and believes that Spider-Man had these men capture Beast and promises to make him pay.
Later that day at a convention center where Herbert Landon is going to share his break thoughts on genetic research Peter meets up with his friend, Sessilee. Sessilee asks if they were going to let any mutants into the demonstration and says that she "doesn't want to be within a thousand miles of those freaks." Peter is is surprised and disappointed to hear how she considered mutants and as Peter walked away from her she angrily called him a mutant lover. As Peter takes his seat Herbert Landon gets on stage and announces that his company is on the verge of discovering a cure for mutations. Just then Peter's spider sense alerts him to danger and Hobgoblin flies into the room. Hobgoblin uses his shock gloves to fire a laser blast from his hands at Landon. However, Landon is able to get out of the way. As Hobgoblin grabs Herbert Landon, Spider-Man fires a web line at Landon and pulls him away from Hobgoblin. Hobgoblin then throws a pumpkin bomb at Spider-Man. However, Spider-Man is able to web swing away before the bomb explodes. Spider-Man then swings up and kicks Hobgoblin's glider which causes Hobgoblin to lose his balance and almost fall. Knowing that he is beat Hobgoblin throws his remaining pumpkin bombs at the ceiling and the explosion creates a giant hole and Hobgoblin flies away. However, the explosion also causes the roof the begin to cave in. As spider-Man jumps up to the roof he shoots webbing at the weakened supports in an attempt to keep it from falling. As Spider-Man realizes that he has failed a mysterious force holds the ceiling in place long enough for Spider-Man to get away. Spider-Man noticed the mysterious force and wonders why Hobgoblin is after Herbert Landon.
That night Spider-Man arrives at the Brand Corporation to watch over Landon. Inside Beast awakes to find himself in a cage with electrified bars. Beast is then approached by Genevieve and Herbert Landon. It is then revealed that Landon and Beast use to work together. Landon then shows Beast a pool of chemicals and reveals that it is the same chemical that Beast used to cure himself of his mutation but instead ended up increasing his mutation and grew blue fur. Landon then goes on to say that he has reworked the formula to unravel mutant DNA and plans on using it to kill all mutants to "purify" the human race. As Landon presses a button Beast's cage is moved above the pool of chemicals and Landon says that he will test it on Beast to make sure that it works.
While still outside the Brand Corporation Spider-Man's spider sense alerts him to danger and as he turns around he sees Hobgoblin flying on his glider and chases after him. As Spider-Man gets ahead of Hobgoblin he shoots a web line onto a building and tightens it. As Hobgoblin flies in between the two buildings he hits the web line and is knocked off his glider and hits the ground. Spider-Man then grabs Hobgoblin by his shirt lifts him up and asks why he wants to kill Landon. However, Hobgoblin answers that he doesn't want to kill Landon. Instead Hobgoblin says that he knows a dark secret that Landon has and he is blackmailing Landon so that he won't reveal his secret. Spider-Man throws Hobgoblin on the ground and asks what Landon's secret is. Hobgoblin looks at Spider-Man and says that Landon is planning to kill all mutants. However, Spider-Man doesn't believe him. Just then Wolverine arrives and demands to know where Beast is. Spider-Man answers that he doesn't know what he's talking about. However, Wolverine doesn't believe Spider-Man and attacks him. With the two heroes fighting Hobgoblin gets onto his glider and flies above then and gets ready to throw a pumpkin bomb on the ground to kill them.
|Christopher Daniel Barnes||Spider-Man / Peter Parker|
|Cathal J. Dodd||Wolverine / Logan|
|Georg Buza||Beast / Hank McCoy|
|Cedric Smith||Professor X / Charles Xavier|
|Norm Spencer||Cyclops / Scott Summers|
|Catherine Disher||Jean Grey|
|Alison Sealy-Smith||Storm / Ororo Munroe|
|Alyson Court||Jubilee / Jubilation Lee|
|Chris Potter||Gambit / Remy LeBeau|
|David Warner||Herbert Landon|
|Roscoe Lee Browne||Kingpin / Wilson Fisk|
|Maxwell Caulfield||Alistair Smythe|
|Brian Keith||Ben Parker|
|Warren Sroka||(Child) Peter Parker|
|Joseph Campanella||Curt Connors|
- Westchester County
- Danger Room
- Forest surrounding the Xavier Mansion
- Web shooters
- Adamantium claws
- Cyclops visor
- Sentinels (As a hologram in the Danger Room)
- Gambit's playing cards
- Professor Xavier's hover chair
- Smythe's hover chair
- Goblin Glider
- Shock gloves
- Pumpkin bombs
- Landon's formula
- At the beginning of the episode Spider-Man remembers back to when Curt Connors told him his DNA was mutating even further. This occurred at the end of Battle of the Insidious Six.
- After Kingpin gets done talking with Herbert Landon on the phone Alistair Smythe says that he does not trust Landon. Kingpin then says that Smythe doesn't trust anyone to which Smythe replies "I'm usually right." In The Hobgoblin, Part II, Smythe voiced his concers to Kingpin about hiring the Hobgoblin. However, Kingpin ignored his warnings. Later on Hobgoblin betrayed Kingpin and briefly took over his criminal empire.
- This two part episode is based off a three part mini-series called Spider-Man: The Mutant Agenda which was published between March, 1994 and May, 1994.
- The Mutant Agenda was also the very first newspaper strip. Issue 0 of the series was empty and you had to cut out comic strips from the newspaper and glue them in to complete the story. Issue 0, when complete, contained the same story as Spider-Man: The Mutant Agenda #1-3.
- During the opening credits the writer of The Mutant Agenda comic mini-series, Steven Grant, is credit. It reads on screen "Based on a comic book story by Steven Grant."
- Grant was also one of the writers for this episode.
- Both The Mutant Agenda and Mutants' Revenge were far more expensive to make because the cast of X-Men had to be transported from Canada, where X-Men: The Animated Series was produced, to Los Angeles where, Spider-Man: The Animated Series was produced.
- Michael Edens also wrote ten episodes of X-Men: The Animated Series from 1993 to 1995.
- When then X-Men chase Spider-Man through that Xavier Mansion the theme song to X-Men: The Animated Series plays.
- Additionally when Spider-Man fights the Sentinels in the Danger Room the Sentinel theme song from X-Men: The Animated Series plays.
- Gambit's eyes are colored different in this episode then they are in X-Men: The Animated Series.
- In X-Men: The Animated Series, Gambit's sclera is black and his iris is purple.
- In this episode Gambit's sclera is white but his iris is still purple.
- The Sentinels are also colored differently then how they are in X-Men: The Animated Series.
- In X-Men: The Animated Series the Sentinels are colored purple and red.
- In this episode the Sentinels are colored two different shades of purple.
- When Gambit fights the Sentinels he calls them mon frere. Mon frere is French and when translated to English means "My brother."
- Cyclops optic blast is a different color in this episode then what it is in X-Men: The Animated Series.
- In X-Men: The Animated Series, Cyclops optic blast is red.
- In Spider-Man: The Animated Series, Cyclops optic blast is pink.
- Gean Grey's costume is also slightly changed from X-Men: The Animated Series.
- In X-Men: The Animated Series, Jean Grey's costume is black (with blue highlights), and flesh colored on the arms and legs.
- In Spider-Man: The Animated Series, Jean's costume is fully blue with yellow sleeves on the arms and legs.
- In 1998 during the final few episodes of X-Men: The Animated Series, Jean would actually be redesigned with yellow sleeves.
- Beast quotes John Donne's poem Meditation 17 when he says "No man is an island unto himself."
- Eric Braeden was originally supposed to be the voice actor for Herbert Landon. However, Braeden was uncomfortable with voice acting and John Semper Jr. said that Braeden gave "a very wooden performance" as Landon. David Warner ultimately took the role as Herbert Landon.
- The character, Lewald is named after Eric Lewald who was a writer and story editor for X-Men: The Animated Series.
- After several brief cameos by Ben Parker, Brian Keith was cast to voice Ben Parker in this episode and for the rest of the series.
- When Spider-Man fights Hobgoblin in the convention center Spider-Man says "Air Arachnid. The only way to fly." This is a paraphrased version of the Western Airlines slogan "Western Airlines. The only way to fly."
A review by Amazing Spidey from Marvel Animation Age
When this first aired, I remember thinking how insanely cool it was. These were the days before guest stars in shows were common, so, it was nice to see Spidey and The X-Men meet each other. What was even better was, it established continuity between two of my favorite cartoons. I remember seeing the 10 second preview that the BBC aired a few hours before the episode started and seeing Spidey on the floor, the camera panning up to The Sentinel. I was just shocked. A Sentinel! On Spider-Man! Untold.
For me, the beginning was the hilight. As a fan of the X-Men cartoon, one of the main things I liked was the Danger Room. It wasn't used as much as I'd have liked in their cartoon so I was pleased to see it here. It also gave Spidey the oppertunity to fight some of my favorite X-Men villains, The Sentinels, without having to explain why. The opening chase sequence through the Mansion was pretty cool too. Some of the X-Men's designs didn't translate over to Spider-Man too well. Beast and Gambit looked terrible due to this show's use of black (they usually replaced it with blue, which looked too damn weird on Gambit!). They also couldn't colour Cyclops correctly in any shots at all, it seems.
The main plot, with the Landon foundation was a nice way to link their worlds. It was especially cool that Beast and Wolverine were the main focus of the episode, because they're my favorite X-Men, and Beast was missing from most of the first season of X-Men, because he was in jail, so it was great to see him get a bigger role.
This episode gets bonus points because it brought back The Hobgoblin, in a useful way that remained true to the brilliant character introduced in his own 2 part episode  . He was his usual scheming self, after everyone else's money Considering they had a helluva lot of characters here (just look at the cast list) I'm glad to see the villains weren't forgotten about. I'm glad that they managed to to get a small scene with Peter in too, and thought it was great to see Uncle Ben again. The late Brian Keith gave a great performance as Uncle Ben.
Overall, as most of the 2 part stories did in this show, it set up the climax nicely.
"I've never been so frightened in my life. Gotta find a cure. There's one man who might help me. People say he's the world's greatest expert on genetic mutations."
"Okay Spidey, next time use the front door!"
- -Spider-Man after falling through a trap door at the Xavier Mansion
"Well whatta ya know. Put out flypaper, catch a spider. Make one wrong move, please, and your shish kabob."
"Who are you guys anyway!"
"Names Rogue sugar. You seem kinda cute in a creepy sorta way. Maybe ya'll tell me what you up to hu."
"He ain't gonna talk! How about we go diggin' for an explanation."
- -Spider-Man, Rogue, & Wolverine
"Nice. I come to the peaceful country side and I wind up in the Pentagon."
(Spider-Man runs into the Danger Room.)
"New rule. Never visit the Pentagon without a road map."
"He's in the Danger Room."
"Bad news. I was in there practicing. I left it on."
"What program was running?"
- -Wolverine, Gambit, & Cyclops
"Okay, so I'm gonna be a little late getting home."
- -Spider-Man after seeing the Sentinels
"Power of lightning strike again!"
"Um, power of web shooters get real sticky!"
- -Storm & Spider-Man
"Sorry mon frere but Gambit see no future for you in the cards."
"Guess the rides over."
- -Spider-Man after the Danger Room is shut down
"What do you want here?"
"I came to see you Professor Charles Xavier."
- -Professor X & Spider-Man
"So that's it. I'm mutating. In what? I don't know. Can you cure me?"
"I'm sorry Spider-Man. My work is not to cure mutants. I built this complex, this school to train them. I help them accept who and what they are."
"Accept it? But I don't wanna be a freak!"
"Watch your mouth pal. Bein' a mutants a gift."
"Well what if this gift turns me into some kind of eight legged monster!"
"I wish I had an answer for you. I am sorry for your pain."
"Don't worry about my pain. Worry about yours if I mutate into a dangerous creature and you have to have to stop me! It's always the same. I can save the world ten times over but when I need help I'm on my own. Thanks. . . for nothin'."
- -Spider-Man, Professor X, & Wolverine
"Spider-Man, don't go. He could be a big help to us."
"Forget it. He's too much of a loner."
"I don't know that I agree Wolverine. I found him somewhat reminiscent of you when you crossed our doorstep."
- -Jubliee, Wolverine, & Beast
"No man is an island complete unto himself. John Donne."
"Look he ain't even a real mutant. He said it himself, it was an accident."
"Then perhaps he has a right to seek a cure. There's a man at the Brand Corporation who has been researching mutant genetics. Maybe he can help."
"Come on Beast. This ain't like you."
"Then what makes you think you know me so completely?"
"What was that about?"
- -Wolverine & Beast
(Herbert Landon gives Hobgoblin a briefcase filled with money.)
"Now beat it. I want to be alone with all my favorite presidents."
" Nice try bucko. But the price of my silence just went up."
"Genius deserves a little leeway Smythe. If he can deliver an army of genetically altered super mutants willing to do my bidding then I can tolerate a little rudeness."
"I don't trust him!"
"You don't trust anyone!"
"And I'm usually right."
- -Alistair Smythe & Kingpin
"Penny for your thoughts Spider-Man. I mean you no harm. I just want to talk."
"I've heard all I want to hear for you X-people, x-cuse me."
- -Beast & Spider-Man
"I knew if we watched Xavier's property long enough we'd find a mutant. He's the world's top mutie lover."
"But is Spider-Man a mutant?"
"Who cares. There's Henry McCoy. Now were talkin' mutants."
- -Lewald & soldier
"Why are you going out of your way for me?"
"No one can turn his back on another's pain. I may be a mutant but I'm still human."
"Well that's where were different. I'm not sure I still am."
(Spider-Man web swings away.)
"How sad. We are all alone until we accept our need for others."
- -Spider-Man & Beast
"Mary Jane. Why do I torture myself with thoughts of us being together? Why would you want to be with a mutated thing like me? I should just leave here. Spare everyone the pain."
"Did you think things were gonna be easy boy? Hu, did ya?"
"But I can't do it Uncle Ben! You know my rotten luck!"
"Boy, good or bad luck is nothin' but the right or wrong mix of opportunity, preparation, and confidence. Now I know your prepared because I had a hand in that. And son what ya lack is confidence. Peter you can do anything as long as you don't give up on yourself."
- -Ben Parker & Peter Parker
"You always did believe in me Uncle Ben. And you always were right. I can't quit! I've got to keep fighting!"
"You seem overly worried about Hank. Why?"
"I don't know. He's been acting weird lately. He's usually solid as a rock. But now."
"That's the side he chooses to show us. But we've all got our own private pain. You of all people should know that Logan."
- -Jean Grey & Wolverine
(Wolverine smells the ground.)
"Beast, and Spider-Man, and a bunch of guys I've never smelled before. A stinkin' trap! That punks gonna pay."
"Hobgoblin? I guess this meetings adjourned."'
- -Peter Parker
"Please, you didn't think I'd fall for that old exploding warehouse trick did you? What kind of a fool do you take me for?"
"Personally I'd never call you a fool. That'd be an insult to fools everywhere."
- -Hobgoblin & Spider-Man
"I didn't come here for you. But I'd gladly take a two for one."
"Air Arachnid. The only way to fly."
"Remember Landon. We've still got our arrangement. But now I intend to quintuple your fee."
"Something held the ceiling up long enough for me to get away. But what? Well, Landon got away okay. I wonder why Hobgoblin's after him? One things for sure. Hobgoblin won't quit. He'll chase Landon back to the Brand Corporation."
"Landon. What is the meaning of this?"
"Can't you guess? Don't you remember when we worked together all those years ago, Dr. Hank McCoy? Remember how eager you were to find a cure for your growing mutancy? So eager that you risked destroying yourself in the process."
"That was a lifetime ago. I've changed a great deal since then."
"Obviously. Your one of them now? You've changed alright. But I haven't. I intend to use the research you began to destroy all mutants."
"Herbert, this is genocide. You can't be serious!"
"Oh no? This chemical was designed by me to reduce the physico electric energy of mutants DNA unraveling it into nothingness. It will make mutant's cells turn against them and destroy their very bodies. The human race will be purified once more. And to make sure it works I'm going to test it on you my true, blue friend. The irony is I couldn't have done any of this without your brilliant research. The research you started to prevent yourself from turning into a hairy animal."
- -Beast & Herbert Landon
"No more tricks. Now tell me why do you want to destroy Landon?"
"You clown. I don't want to hurt him. He's my bankroll. He's paying me to keep my mouth shut. I know his dirty little secret."
"Landon has a hidden agenda. He's going to destroy all mutants. Every last three eyed, six legged, four nosed one of them."
"I don't believe you. Maybe if I looked into your baby blues."
"Spider-Man! What have you done with Beast."
"I don't know what your talking about."
"Ya, sure. Beast told you about this place. That's how I knew to find you here. Looks like your memory needs a little help."
(Wolverine extends his adamantium claws and charges at Spider-Man. However, Spider-Man throws Wolverine into some trash cans.)
(Hobgoblin flies into the air on his glider and pulls out a pumpkin bomb.)
"Ha ha ha ha! How entertaining! A fight to the bitter end! Problem is in this fight nobodies gonna win. Except me!"
- -Spider-Man, Hobgoblin, & Wolverine