Peter has to save a friend when The Scorpion attacks Oscorp and menaces Harry Osborn.
Peter Parker/Spider-Man; Mac Gargan/The Scorpion; Mendel Stromm; J. Jonah Jameson; Dr. Otto Octavius; Gwen Stacy; Anya Corazon; Miles Morales; Max Modell; Spencer Smythe; Harry Osborn; Norman Osborn; Russell Fisk; The Kingpin
PETER PARKER (in his final Spider-Man costume) is at that moment trying to waylay a hijacked armor car, and pleading with the thugs to please give up or else he's going to be late for school.
But there's action elsewhere: in a deserted industrial facility on the outskirts of the city, MENDEL STROMM and MAC GARGAN are practicing with Stromm's Scorpion suit, an exo/battle-suit that restores mobility to the crippled Gargan. In it he is lithe and lethal, and he confesses to Stromm that he doesn't understand why Osborn didn't want it. Stromm explains that his work was sabotaged by another researcher at Oscorp, and shocks Gargan by telling him that he wants Gargan to attack Oscorp with the suit. Gargan refuses point blank, but Stromm assures him it will be okay, because it will act as a kind of "demonstration" of the suit's capabilities. In fact, Stromm says, if Gargan causes enough damage, Osborn will pay any price to acquire it back, and will probably pay Gargan a fee. Gargan is wary, but agrees, but emphasizes that he doesn't want to see anyone getting hurt.
Back to Peter: After the driver of the armored car is knocked out, Peter has to hang on to the side of the vehicle and tries to control the steering wheel through the busted window by operating web strands like marionette strings, but only succeeds in steering the runaway vehicle directly toward the Daily Bugle building.
The armored car crashes through the front windows of the Daily Bugle building into the atrium; Spider-Man bounds away at the last minute, but ducks inside to check on the crooks, who are hurt but alive. As Spider-Man scampers off, J. JONAH JAMESON screams after him, demanding to know if "a menace like you even carries insurance!" Peter webs and runs his way over the rooftops toward Oscorp, changing his outfit as he goes.
At Oscorp, Horizon students are dismounting from a bus. DR. OTTO OCTAVIUS, who is helping, pointedly forces the crowd to let GWEN STACY through, which leads ANYA CORAZON into commenting on how much favoritism he seems to show her. MAX MODELL asks MILES MORALES where Peter is, just as Peter drops into line directly behind them. When Miles asks where he was, Peter says that he "ran all the way" from Horizon to catch up, which earns him a disbelieving look.
SPENCER SMYTHE is waiting to lead the tour group; he gives Peter the hairy eye and remarks on remembering some of them from a tour group a few weeks ago, and emphasizes that meddling hands should be kept to themselves. As the group walks, Peter asks Gwen where her uncle's old lab is; she asks him why, and he says he wonders if it contains any research that could help her with her own projects back at Horizon; she looks at Miles and says that apparently they're working on robots these days.
Down on the street, Stromm and the Scorpion-suited Gargan dismount a bus, doing their best to ignore the attention they're attracting. Stromm tells Gargan to make himself comfortable someplace while he goes up to see Osborn. That leaves the embarrassed Gargan forced to ignore the stares of bypassers, and to deny that he's dressed up like a cartoon character for some kind of sales stunt.
In one of the upper-floor areas of Oscorp, HARRY OSBORN appears and asks permission take Peter away, which Spencer gladly grants. Harry leads Peter into an elevator and makes a fuss of hanging a badge (the twin of one he is wearing) on Peter and telling him that his dad wants to meet with Peter personally. Peter remarks that it's been a long time since he's seen Norman, and he asks how Harry and Norman are getting along these days; an uncomfortable Harry says they're getting along about the same, at which Peter winces.
In a conference room at the top of the Oscorp tower, NORMAN OSBORN greets Peter warmly and offers his condolences on his uncle's passing. He compliments Ben Parker and tells Peter that he only has to ask for help for himself and his Aunt May, and that he'll receive it. An embarrassed Peter stammers his thanks. Norman then says he wants to give Peter a scholarship to move to OASIS from Horizon, and adds that the offer has nothing to do with Peter's friendship with Harry, or Norman's own longtime regard for Ben and May. He says he's been watching Peter for a long time, and is very impressed with his character and academic performance, and he would offer the scholarship even if Peter was a stranger to him. Peter says that he would have to talk to his Aunt May about it. But then he asks Norman if Raymond Warren left any research behind. Norman turns wary and asks Peter's interest. Peter says it's not for himself but for his friend Gwen, Warren's niece, who is researching genetics. Norman's tone turns steely as he explains that Warren can help his own niece; besides, Warren's research was too advanced for Gwen; and last, it was very dangerous, and Norman shut it down because (he has to confess) it frightened him. Peter mumbles an apology, and Norman (warm again) tells him to forget it; he was only asking for a friend, after all, and Norman respects that. He dismisses the boys, but as Harry hisses at Peter out in the hall—"What were you thinking, asking him a favor like that?"—Norman abruptly summons Harry back in.
Peter returns to the elevator. It stops at one floor and he puts his head out, looking for the tour group, but the floor seems empty, and he ducks back into the elevator as Stromm enters. Stromm, after pushing a button, pointedly but silently examines Peter's badge, then ignores him. He exits when the doors open again; a wondering Peter follows him out into a an enormous underground facility festooned with "Top Secret" warning banners. A nervous Peter glances around, and his eyes come to rest on a door that has Raymond Warren's name on it.
Peter looks over the testing facility, where spider-slayers are in various stages of construction and testing, and recognizes them as the kind of thing that broke into Horizon and stole Harry's experiments. As he wonders what it means, a security guard accosts him, and though Peter's badge checks out, he suggests that Peter leave anyway. Peter returns to the elevator, but jumps through the hatch at the top and is changing into his Spidey costume when it starts to rise. He quickly webs into a maintenance shaft of some kind and finds himself in ductwork that honeycombs the test facility.
On an upper floor, the elevator doors open and Stromm exits. He is on his phone, talking to Gargan, telling him that "the back door is now unlocked" and that Gargan can make his move in ten minutes or so. Gargan, after hanging up, returns to posing for selfies with people, and growls that he'd like to break the neck of the costumed freak that put him in this motorized body cast.
In Norman's office, Norman speaks to Harry while gazing out over NYC. He speaks of his own father, who started Oscorp but almost lost it and everything else so that Norman had to start over. He says he is determined not to lose anything, so that he can pass it on whole to Harry. But then he speaks frankly, telling Harry he's not sure Harry will be able to hang on to it. Harry's accomplishments at Horizon were not what he (Norman) expected, and he warns Harry that OASIS will be a much harder taskmaster; that he is intent on recruiting the best—such as Parker—so that Harry will have to compete hard to do well. He brusquely overrules Harry's protestations that he's doing his best—"I don't want your best, I want your success"—and warns him that he is on probation. "People think I hand you everything, Harry. But you will get nought from me that you can't pry from my ungiving grip." Harry flees the room, passing the tour group, which is just entering. As they pass in, Anya nudges Miles and asks, "Where's Peter?"
Peter is inside a darkened lab, which he can see around thanks to the advanced vision-goggles in his new mask. The equipment and devices he finds are either broken or mysterious, he notes, and all the computerware is gone. He searches desk drawers without success, then on a hunch feels about in the corners of the desk, where he finds a flash drive taped to the underside. He is congratulating himself when an explosion rattles the room.
Upstairs, in Norman's office, Osborn is bragging to the Horizon student group about OASIS: the state-of-the-art facilities, the instructors who will come from Oscorp itself, the scholarships. Modell challenges Osborn: Are your trying to recruit my students? Osborn: Yes; are you afraid of the competition? Alert chimes being to sound (softly), and Osborn without raising his voice asks Modell to usher the students out. The building shakes.
Peter (in costume) emerges from the ductwork in the testing facility to find Scorpion scattering Oscorp employees and destroying equipment: He is trying to be a badass about it, but is having a hard time laying his tongue on any good boasts or threats, and is being very careful not to hurl anything anywhere that anyone is standing. Peter looks between the Scorpion and an open doorway, high up on a catwalk, with an "Emergency Exit Only" sign blazing above it.
Peter flips the flash drive into a pocket and charges into battle, surprising the Scorpion with some roundhouse kicks that leave the reluctant supervillain reeling and squealing with surprise: "What are you doing?" He actually tries reasoning with Spider-Man until Peter mentions that he's sorry about Gargan having to land in the hospital. Gargan stares and squints and finally recognizes Peter—"You're the one who knocked me off that blasted roof!"—and leaps at him with teeth-gritting anger, which gives Peter a nasty surprise at his opponent's strength.
In his office, Osborn watches the fight on a monitor with a look of incredulity; Smythe joins him, and recognizes the Scorpion suit: "That's Stromm!" Stromm enters: "No, that's my battlesuit." To Osborn's angry demand to know what's going on, Stromm explains that, as Osborn didn't give him a chance to demonstrate its worth before, he's giving the demonstration now: "I assume you've got gear that can stop it," he coolly informs the tycoon. "If not, perhaps you'd be interested in buying my clearly superior design?" An impressed Osborn congratulates him on his nerve and cleverness, then turns to Smythe: "Looks like your Slayer's got its work cut out for it," and tells him that if he can't stop the Scorpion, he'll be fired and Stromm rehired. A furious Smythe runs off to activate a Slayer.
In the lobby of the Oscorp tower, which is shaking, Modell and Octavius are rushing the students out. Modell calls for Harry to follow, but Harry is transfixed by the security monitors showing the fight, and instead rushes off in another direction.
In the testing room, Peter and the Scorpion are duking it out with evenly matched results. One of the Slayers comes to life (intercut scene of Smythe, in control harness, operating it remotely from another room) and jumps into the fray, battling the Scorpion, but Peter intervenes to web some machinery out of its grasp when the Slayer grabs some up to hurl: "Don't want you hurting anyone." In his office, Osborn becomes alarmed as he watches Spider-Man lifting and hurling about heavy gear, sticking to walls, and shooting out webs. "It's the Daily Bugle's Spider-Man! What is he? Did you bring him too?" he demands of Stromm, who shakes his head. Osborn's apparent fear only grows more evident.
In the testing lab, a three-way brawl has developed as Harry tries running through. Peter leaps in to lift him to safety—Norman in his office blanches hard at the sight of that—but Harry strikes and snarls at him, and after Peter drops him on a catwalk Harry leaps to the floor again to dash into an adjoining lab. Peter is too caught up in the fight again to follow, and when Harry next appears it's on a hoverboard (a proto-Goblin Flyer) armed with some of the weapons from his stash: smoke bombs and gas bombs which he throws into the battle. Osborn, in his office, is almost frantic with fear and orders Stromm to tell the Scorpion operator to stand down; Stromm shows Norman the remote control he is carrying, which has a kill switch for the suit. Norman orders him to use it, but Stromm only asks him to watch the monitor.
Action is developing there, with the Scorpion and Slayer charging each other. They clash in mid-air, with the Scorpion disemboweling the Slayer with his tail; Smythe in his remote room beats the controls with frustration. But the Scorpion, instead of desisting, catches Harry in mid-air and, addled by battle-lust, threatens to tear his head off. Peter shouts at him stop, saying that "It's me you want!" The Scorpion tightens his grip on Harry with one claw and gestures Peter with the other: "C'mere and I'll trade you!" Peter hesitates only fractionally, then leaps at the Scorpion, who catches him. He holds his prisoners side-by-side; in a close shot, Peter slips the flash drive into Harry's pocket while choking out "Let him go!" Gargan hurls Harry away, then pulls Peter close, gloating, "I'll break your back, then I'll tear your head off. But first!" He pulls Peter close to his face and takes a grinning selfie with the struggling Spider-Man. Then he holds him up to crush.
Norman, in his office, orders Stromm to hit the kill switch: "I want the Spider-Man alive, pinned to a slab but alive!" and Stromm kills the suit. In the lab, Peter kicks against the surprised Gargan, hard enough to topple the frozen Scorpion and prize himself out. He gets onto a wall as Harry, back on the hoverboard sweeps at him. He webs Harry out of mid-air, sticks him to the wall with a fast but sincere apology, and plucks the flash drive off him. "The webs'll dissolve in an hour!" he shouts, and rushes out the exit as security charges in.
Stromm asks Norman when he can restart his job; Norman tells him that if he collects the Scorpion and gets out of town, he won't press charges. Stromm says he thought he knew Norman better than that; Norman says that he did, until "your Scorpion attacked my son." An angry Stromm exits. Smythe enters: "So you do love your son," he says. "I wondered, after you ordered me to find a way to get him kicked out of Horizon." "Yes," says Norman as he watches an angry and disconsolate Harry on the monitor. "Now he's here and he's going to stay here until I've taught him everything I need to teach him to survive."
Gargan, still in the Scorpion suit, with Stromm, on a country lane as a bus pulls away. "What now?" Gargan asks. Stromm says that he has some jobs that Gargan can do for him—assuming that he doesn't want to move into a wheelchair. He (Stromm) says he's decided the Scorpion suits needs an AI control, not a human one, and he'll need supplies to build a suit and an artificial brain to run it. Gargan grumbles but agrees to help in return for keeping the present suit for himself.
Cross-dissolve to Horizon, festooned by construction work shoring up damage left by the Lizard. Peter, Miles, Anya and Gwen are outside watching, with Miles observing that after the excitement at Oscorp, probably no one is going to leave Horizon for OASIS, which is good, as Horizon needs the tuition to pay for repairs. Peter groans: Modell has been bugging him for his tuition payment, and he doesn't know if his Aunt May can make it. They turn as someone shouts Peter's name: RUSSELL FISK. Peter greets him cheerily, introduces him to the others as a friend from Midtown, and asks if he's moving out to Horizon. Maybe, says Russell: his dad is meeting with Modell to talk about helping finance the school. Is your dad rich? Miles asks. Russell shrugs and points to the luxury car that car buckles and rolls as WILSON FISK (THE KINGPIN) dismounts and calls to Russell. "We don't want to be late meeting the dean!"
Next: "S01E04 "Ring Around the Spider-Man""