S01E18 "The Fatal Five"

Characters: Peter Parker/Spider-Man; Harry Osborn; Dr. Otto Octavius; The Shocker; The Scorpion; Aunt May; Gwen Stacy; Miles Morales; The Kingpin; Spencer Smythe; J. Jonah Jameson; Norman Osborn.

Teaser
SPIDER-MAN, swinging through the city during the evening, is talking to HARRY OSBORN on the headset that's built into his mask. Harry is having trouble with his girlfriend, Anya Corazon: they've been fighting on account of her feeling like Harry's father doesn't like her. Spidey is sympathetic, but he's also distracted by a mugger, and Harry gets peevish when he senses that he hasn't got Peter's full attention. Peter admits to being distracted, and reminds Harry that he and Miles and Gwen have been trying to track down the causes of the hybrid outbreaks; does Harry want to help? Harry mulishly says he's got things of his own to worry about, and hangs up. Peter, catching sight of DR. OCTOPUS striding over the rooftops, shifts his concentration to him. As he webs himself up to a high rooftop, he panics when something large and black and loud looms out of the night sky at him.

Act I
It's a helicopter swooping at Spidey, and only his spider-sense saves him from being knocked from the sky by it; he catches and flattens himself against a wall as Doc Ock swings after it. Spider-Man follows, as he doubts that the Doc is out for a night-time stroll. As he follows nearby (but out of sight) he overhears Doc Ock addressing someone over a headset, informing them that "the target" is approaching the "interception point."

The chopper comes to a stop over a skyscraper, which it scans with a searchlight. Doc Ock scampers up a nearby radio mast; when he's halfway up, the chopper snaps its searchlight off, and Ock into his headset tells THE SCORPION to show himself: "I need that helicopter to park there for another twenty seconds." Spidey, clinging to a nearby wall, scratches his head as The Scorpion appears on the rooftop below, capering to capture the helicopter's attention with insults. At the top of the radio mast and stretching into space, Doc Ock shouts "Now, Alistair!" and at the base of the mast SHOCKER leaps out, blasting the base with vibrations. The mast topples toward the helicopter; Doc Ock reaches for it; but the mast jostles to a stop and Ock almost falls off as his tentacles just miss the landing gear of the chopper. He looks back to see Spider-Man has webbed the mast and is holding it up. Ock yells at him: "You idiot! Let go!" Spidey retorts "I don't think I've got a choice" as his strand snaps; a flailing Ock falls toward the chopper, but his claws miss it as it swings away and back. Ock hits a rooftop hard, and clambers out the wreckage of the mast with a snarl. When Shocker asks, "Do you want us to get him, boss?" Ock yells back, "What do you think?" All three—Ock, Shocker, and Scorpion—charge at Spider-Man. He dodges them, bouncing and webbing off of walls, but disaster strikes when he shoots a web into the air in order to dodge Scorpion's charge, and the end of it catches the bottom of the 'copter, yanking him off his feet and hauling him high into the air. He comes to rest on the bottom of the chopper, too high to jump off, and must cling there as it races away. To Ock's cry, "Come back with my helicopter!" Spidey can only yell back "Tell your helicopter to come back with me!"

Spidey clings to the bottom of the chopper all the way back to its base, so as to find out what exactly it is that's got Ock interested in it. His curiosity turns to alarm, though, when he realizes he's stuck inside a military base, and that the guard dogs have picked up his scent.

In the nearby woods, Ock and Scorpion are watching the base. To Ock's comment that they need to find a way in to get the chopper, Scorpion makes a skeptical reply: Didn't they lure the chopper into the city with a fake signal because it would be too hard to steal it from inside the base? Ock retorts that, thanks to Spider-Man's interference, they may not have a choice. Then, when the alarms start going off and Ock (through night-vision binoculars) sees Spider-Man being chased, he remarks that maybe Spider-Man has opened the door for them.

On the base, Spider-Man dodges gunfire, spotlights, and barking dogs. He makes it to the base perimeter, but as he vaults to safety he spots Scorpion—on the other side of the base—vaulting in, so he returns. Scorpion makes it to the chopper without being spotted (except for the pilot, who he hauls out and hurls away) and gets into the cabin. But as he starts up the silent rotors, a blob of webbing with a spider-glove splats onto the door, and a pack of dogs and their handlers surround it. The chopper starts to lift, but tracer fire causes it to settle again. From a safe distance, Peter—minus one glove—watches as Scorpion is hauled out and hauled away. From his own vantage point, a philosophical Doc Ock murmurs, "Time for Plan C, I guess."

Act II
The next morning, at breakfast, Peter is scanning news headlines on his tablet as he eats. He remarks aloud that there's no mention of a break-in and arrest at the military base outside town. "What break-in?" AUNT MAY asks, looking at him over the top of her paper copy of the Bugle. Peter stammers that he thought he'd heard about there being a break-in at the base, and she snorts that it's the first she's heard of it. Of course, she adds, one shouldn't believe everything one sees in the paper. She shows him the headline on the Bugle—a denunciation of "The Fearsome Four"—over a photo of Octavius, Scorpion, and the two Smythes. "They shouldn't be allowed to libel a sweet man like Otto Octavius," she says. Peter swallows his food without replying. (NOTE: Next to the "Fearsome Four" headline is another prominent story: "CORDCO PREPPING ROCKET LAUNCH.")

At Horizon, GWEN STACY asks Peter how his weekend was; "Too short," he sullenly replies. She tells him that it was too long for her taste; she had to spend most of it listening to Anya as she complained about Harry and his father; Peter only grunts. He comes to panicked life, though, when on entering The Think Tank he is attacked by octopus arms and springs away; from below, Gwen and MILES MORALES gape at him as he flies overhead and comes down on the other side of the room. Gwen congratulates him on his reflexes; Miles in awestruck tones asks why he doesn't try out for track with a long-jump like he just demonstrated. Peter covers by shrilly asking where the octopus arms came from, and Miles sheepishly admits he got them from Dr. Octavius's old lab: He's still playing around with his security robots, and is experimenting with Otto's old gear. But it's time for first period, so Peter isn't able to inquire further.

Elsewhere, THE KINGPIN in his office is entertaining a visitor: Dr. Octopus. Kingpin tells the solicitous Octavius that his son's condition has stabilized, but he frowns when Octavius confides that he has "taken a close interest" in his son's welfare, and is derisive when Otto speaks of his League of Super-Scientists: "I thought it was 'The Fearsome Four'," Kingpin says; Octavius flushes and dismisses the Bugle as an "ignorant rag" that "will get what's coming" someday. He then asks Kingpin if he would be interested in investing in the League. When Kingpin asks the amount wanted, Octavius assures him he doesn't want cash, only some "equipment" in Kingpin's possession: Adrian Toomes's Vulture gear. The Kingpin angrily denies possessing it, but Octavius insists that he knows Kingpin has it. "But if you don't want people to know you've got it," he adds, "I'd be happy to take it off your hands if it proves an embarrassment. One hand washes the other." (He illustrates with his tentacles.) Kingpin mulls this, then tells Octavius that he couldn't possibly supply him with gear that he does not possess; however, if that gear were to, say, disappear some evening in a burglary, he (Kingpin) would hardly be in a position to complain to the police. Octavius tells Kingpin that he understands completely.

At Horizon, Peter is again talking on the phone to Harry as he rummages through the storeroom containing Ock's old gear, when he is surprised by Gwen, who has heard his voice. She demands to know why he is obsessed with Otto. He tells her that he understands that she admires Octavius, but that he has reason to believe that the doctor is up to no good. Gwen shrilly demands to know why he thinks that; Peter can only wretchedly call it a "hunch." He follows when she storms out, and asks her if she knows where Octavius is currently living. She says she does, but she refuses to take him to see Otto when Peter asks. He tells her that's alright, and taking her by the shoulders says that he hopes she can trust his good intentions as much as she trusts Otto's. She assures him she does—and doesn't notice the spider-tracker he has planted on the strap of her backpack. "Otto's not up to anything bad," she insists.

Night. Alarms pierce the air as Doc Ock and a Spider-Slayer race over the rooftops away from Fisk Enterprises; Ock is carrying a large crate. SPENCER SMYTHE acidly remarks to Ock that the police caught Shocker. "What do you care?" Ock airly replies. "I thought you and your son weren't speaking to each other." "He'll talk," Spencer says, "he'll blow our cover." "Mr. Fisk will tell them it was just an innocent mistake," Ock assures Spencer, "because he'll tell them nothing is missing." They pause on a rooftop to unpack the crate, taking out the Vulture's gear. Ock fumbles with it, examining it, and his frowns darken to anger when a control panel turns red. "It's biometrically locked!" he exclaims. "No wonder Fisk couldn't get any use out of it! Toomes is the only one who can use it!" Smythe dryly asks if that means they're going to try stealing the helicopter again. Ock only charges off; the Slayer follows.

The two drop through the open roof of a large warehouse, and are shocked to find Gwen waiting for them. Otto forces Smythe to turn off the Slayer and leave the remote control unit before speaking to Gwen to ask what brings her to him. She asks if he's looking for new colleagues to join his League. Ock nervously admits that he has been giving thought to adding a fifth. "What about me?" Gwen asks. When Ock "Hrms" and "Hmms," she adds, "Or maybe Peter?" "Parker?" a thunderstruck Ock asks. "Has he changed his mind?" But he dismisses the question when she asks what he means by "changed his mind" and tells her that it would be "impractical" to add a high school student, particularly one so young as herself or Parker. He has taken her by the shoulders with a friendly smile as he says this; as she tells him that she would still like to help, his expression changes when with one of his robotic arms he picks the tracker off her backpack's strap. He puts it back onto her, though, and tells her that there is one great favor that she could do for him.

Act III
Evening. Peter, in the doorway of his house, impatiently calls back "Yes" to an off-screen Aunt May as she quizzes him on having finished various chores; when she finally wishes him a "good study session" with his friends, he scampers across the yard into some trees, and is in his Spider-Man suit when he drops down onto the top of a passing bus. He checks the signal on his gauntlet and audibly wishes aloud that Gwen has not been to see Ock yet.

Downtown: Spidey swings off the bus and across the roofs, still checking his gauntlet. He thinks she must be on her way to see Ock, as this is not a part of town she should be visiting. He is astonished when he finds the signal has led him to The Raft—the super-secure facility for superpowered felons. "Could the cops have arrested Ock?" As she approaches the doors, he leaps down to confront her, asking what she's doing there. She retorts that it is none of his business; he asks if she is there because of Dr. Octopus, and plucks off and shows her the tracker. She flushes and denounces him as a spy—and how did he get that thing on her anyway?—but he tells her calm down and just tell him what she's there for. "To give a message to someone named Mac Gargan, if he's here," she says. The message? "Same time, same place, tonight." Spider-Man, alarmed, leaps away.

The night has deepened, and Spider-Man, in a tree overlooking the military base, watches. He sighs deeply, checks the time, and groans. "You're two hours late, Doc," he laments. Then he comes alive as the helicopter starts up. With a roar it lifts off the ground—and suddenly goes silent. "Whoa," Spidey says. "It's a stealth chopper. No wonder the Fearsome Four are so interested in it." As it silently sails overhead, he catches it with a web-strand and pulls himself up and onto the canopy.

In the suburbs, Aunt May opens the front door, to find a fuming Gwen Stacy standing there. She demands to know where Peter is; Aunt May, dumbfounded, says that she thought he was studying with her and his other friends.

Over the city, the chopper weaves, dives, and rolls as it tries to toss Spider-Man off; every time he falls off, he catches himself and manages to latch himself back onto the chopper. He has several near misses with the rotors during these acrobatics, and once he has to run over the rooftops to catch up to his quarry. But eventually he latches onto a door and wrenches it open; he and the military pilots inside regard each other with shock for a moment, until the pilot kicks him off. This time he catches himself on a skyscraper and lets the chopper veer off and disappear.

Dissolve to a Bugle news report by J. JONAH JAMESON, reporting on the jailbreak during which Otto Octavius and a robotic colleague freed Shocker and The Vulture from the city jail. "Say goodbye to the Fearsome Four," he growls, "and hello to the Fatal Five!" "Turn that garbage off!" an off-screen Otto Octavius exclaims, and Spencer Smythe switches a monitor off. On the other side of the room, Adrian Toomes, in his Vulture gear, leans against a table, studying some blue prints. "I don't know," he muses. "The Fatal Five sounds pretty good to me. Except," he adds after glancing around, "I only count four of us." "A trivial setback," Otto assures him. "Besides, forget the blasted Bugle. We are the League of Super-Scientists, and soon the entire world will tremble with—!" He catches himself. "With gratitude for our great deeds," he concludes somewhat lamely.

Dissolve to Horizon High: Peter in his lab, watching the same news report on his tablet. He shoves it away when Gwen comes in. He apologizes for missing their study session the night before; he says his aunt told him that she (Gwen) is mad at him. Gwen sniffs back a tear, and tells Peter she's not mad at him. She's mad at Otto, she says. He tricked her, he is a criminal, and he used her to fool Spider-Man, and bitterly concludes that she shouldn't be so trusting of people. Peter tells her that her trusting people is one of her really good qualities. She thanks him for that, but he has to wince when she says that it's hard to trust anyone after discovering that you've been taken advantage of.

Night time. NORMAN OSBORN, behind his desk, talking to Otto Octavius. He sarcastically thanks for Otto for inquiring about purchasing some equipment instead of trying to steal it, but asks why Otto is interesting in buying a prototype satellite from him. Otto replies that it is for a "special project." Norman grunts, and says that he has a "special project" of his own that Otto could help him with: Would he (Otto) be able to bring him "the Spider-Man"? Preferably alive.

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Next: "S01E19 "The Sinister Six""