Spider-Man and his friend Miles must save New York from the Robot Master's robo-horde.
|Characters: Peter Parker/Spider-Man; Miles Morales; Jefferson Davis; homeless man; Mendel Stromm; Anya Corazon; The Jackal.
MILES MORALES and his father, JEFFERSON DAVIS, are exploring an old scrap yard for spare parts that Miles needs for his security robot—Horizon hasn't got what he needs. Jefferson leaves Miles alone to haul some of the parts away. Miles continues to scavenge, but he is startled and frightened by a deranged homeless man, who warns him against the "spider-men" that infest the yard. Miles's initial excitement—"Spider-Man?!"—turns to puzzlement when the man's description of the beings turns monstrous and foreboding, and Miles runs off when the man becomes frenzied and threatening. He lurks, dodges, and hides from the man and from the sounds of junk piles shifting, and he panics when from out of the scrap emerges an eight-limbed spider figure.
SPIDER-MAN awakens in an underground lab, and finds himself strapped to a table with electrodes at his head. He struggles briefly until MENDEL STROMM appears and tells him to desist, as the bonds are too tight. Stromm occupies himself with examining various monitors as he and Spider-Man talk. Stromm relates that he was a researcher at Oscorp until he was fired, and has been continuing his experiments in artificial intelligence and robotics. He confesses to having put Mac Gargan into the Scorpion suit, and to having tried to kidnap both Spider-Man and Ka-Zar of the Savage Lands earlier for use in his newest project: the Neuro-Cortex. It is an artificial brain, he tells Spider-Man, but it needs an intelligence inside it the way that a brain needs a mind or a computer needs software, and he has been copying Spider-Man's complete nervous system into it. He also tells Spider-Man that he's not worried about "monologuing" his plans; the Neuro-Cortex is still copying Spider-Man's reactions, and he wants a "complete simulation" of all of Spider-Man's reflexes and reactions for use in his robots. That catches Spidey's attention: What robots?
Cut to Miles, running hard from the pursuing spider-bot. The 'bot is a clumsy and clattering monstrosity, uncertain on its limbs, but it's enough to frighten Miles. Stromm and Spider-Man watch the chase on a monitor; Spidey renews his struggles to escape while chiding Stromm that his robot is a "bad copy"; Stromm retorts that it's still running the old software, and when he switches the Neuro-Cortex on, the spider-bot becomes as nimble and as agile as Spider-Man himself as it leaps about Miles, cutting him off at every turn. It catches him up in its grasp, but then freezes and sets him back down again—gently, almost. Inside Stromm's lab, Stromm plays with a console, telling Spider-Man he wants to give his new creation a real test, and from out of half-buried shed in the junkyard lumbers the Rhino. He and the spider-bot charge at and attack each other as Miles cowers; customers at the scrap yard gather at the noise, then quickly run off from the battle. Inside the lab, Stromm confirms to Spider-Man that he has the Rhino under control with a chip—one that Octavius stole from his original hideout. The Rhino-Spider-bot battle isn't a quick one, but it does end with the bot knocking the Rhino out by bashing him into submission with some heavy metal.
The battle over, Spider-Man tells Stromm that he's demonstrated the power of his software and of his robot—he can surely win some kind of prize with it, and he hasn't really committed any crimes yet, so how about he (Stromm) let him (Spider-Man) go. Stromm snorts that he's not stupid. Besides, the only prize he's really interested in revenge against Oscorp. Spidey says that one robot is not enough to take down Oscorp. No, Stromm replies, but an army of them is. As Spidey watches, horrified, the monitor shows another of the junk piles collapsing inward as multiple spider-bots come crawling out.
His underground lair contains the keyboard for a pipe organ, and like a mad scientist (but without the laugh) Stromm plays weird melodies on the organ as his army of spider-bots scrambles across the junkyard. Outside, Miles watches from a hiding place as the spider-bots rush heedlessly past him, then runs over to investigate the nest out of which they emerged. He is very cautious about approaching it, and is still outside it when the homeless man looms out on a junky riding mower and, Don Quixote-like with makeshift lance and helmet, charges at the spider-bots. Stromm and Spidey also watch on the monitor as the man attacks the bots. Stromm seems unconcerned, until a chance blow by one of the bots knocks the man and his mower against a radio mast, knocking it down; this causes Stromm to cry out and redouble his mad organ concert as the spider-bots start to dash hither and yon. Stromm abruptly breaks off the concert, snarling that the "old fool" has destroyed his transmitter and that he'll have to move his base. But he tells Spidey to "sit tight" as he's not "finished taking you apart."
Outside, Miles has returned to snooping at the nest; falling junk carries him down to a hidden chamber with a door; he cautiously enters it and finds himself in Stromm's lab. Deeper in the lab, Spider-Man is twisting at his bonds when he hears his name called, and looks over to see Miles. They talk as Miles frees Spidey, with Spidey briefly relating what he has learned from Stromm. The key appears to be the Neuro-Cortex, which is presumably controlling the spider-bots, but Miles stops Spidey from simply smashing it, saying that it's too valuable a piece of equipment if what Stromm has said about it is true. Instead, Miles proposes to simply unplug it. Spider-Man tells him to find the plug while he goes out to check and finds the homeless man, who has been knocked out on the ground. He carries him to the office at the front of the junkyard, telling the frightened owner to call the medics; he is interrupted by Miles, who urgently tells him that he needs to find a TV or something to check the news. Spidey finds a TV in the office, and on the Bugle's channel sees helicopter shots of the spider-bots swarming across the countryside and suburbs toward the city. He tells Miles he's going to try stopping the 'bots directly; Miles needs to stay behind and figure out some way of turning them off remotely.
Without buildings to web off of, Spider-Man has to sprint overland after the spider-bots. Their path has taken them along the highway, leaving overturned vehicles in their wake. Spidey pulls up sharply when Miles's father steps out of one of the disabled trucks and calls to him: Miles has phoned him with news of what's happening, and he wants to know if he can help. Spider-Man gazes out after the retreating horde, and asks Jefferson if he can hitch a ride back to town.
Back in the lab, Miles is looking through computer files for some clue how to turn off the bots, but the schematics are very cryptic. He finds one system that is running, but when he enters it and fiddles with the setting, loud noises begin nearby: "That doesn't sound good," he warns himself. He traces the sounds to a spot behind a heavy door; he enters a very large underground space, and is horrified by what he sees there.
On the road, Spider-Man is perched atop the truck as it barrels along the highway back to town. When they are close enough to the tail of the spider-bot horde, Spidey leaps off to catch a straggler. They tumble and fight, both of them lithe and strong, before Spider-Man finally throws it down and breaks it by ripping its head off. "This is going to take forever," he groans as he watches the rest of horde, which is still running off toward town. Jefferson calls him over and hands him his cell phone: It's Miles. "Please tell me there's good news," Miles says. Spidey tells him that he managed to destroy one of the bots. Miles groans and tells him that there's more on the way: He doesn't know how he did it, but he managed to turn on a factory that is mass-producing the things. Miles says this while cowering under a work bench. Down below, a fully functioning spider-bot emerges from an assembly line. Spidey hasn't got the attention to spare, however, for the hordes of spider-bots, he now notices is driving straight toward his neighborhood—and straight at the house where he and Aunt May live.
Spider-Man chases after spider-bots as they careen toward his house. He catapults himself over them, and crouches to grapple with them when, to his surprise, they swerve and divide to go around him and the house. Spidey calls Miles to ask if he's found a way to depower or redirect them, but Miles says that he's too busy trying to find a way to turn the replicator off. Spidey chases after the spider-bots and again leaps over and in front of them; this time they don't swerve, and he concentrates on tearing them apart one by one. His efforts are complicated by the arrival of the police, as he has to stop to save them from the horde.
Back at Stromm's base, Miles succeeds in depowering the replicator, but he still has to find a way of shutting down the invasion. He tries talking his way through it with Spidey, but Peter is too distracted to be of any help, and abruptly patches Miles in to ANYA CORAZON, much to Miles's surprise. But she and Miles (he on site and she remotely) figure out that the old pipe organ is the main control board for the spider-bots, and with her help he routes a signal from the control board via a satellite to the spider-bots. This comes in the nick of time, for the remaining spider-bots have reached Oscorp and have begun tearing the bottom floors apart. Miles of course has no idea how to direct the spider-bots with the control board, but by mashing a lot of keys he does derange them, so that Spidey (with the help of Oscorp's security octo-bots) is able to quickly take the remaining bots down. He races high to find Stromm's field base so he can grab the inventor, but finds it deserted.
But it's too early to relax; when Spider-Man calls in to tell Miles it's over, he learns that Miles's efforts have revived the previously dormant Rhino, which is tearing Stromm's base apart as it tries to grab Miles. He is saved only by the timely intervention of the old vagrant, still on his riding mower.
Dissolve to Horizon, where Miles, Anya, and Peter are watching as MAX MODELL takes delivery of the Neuro-Cortex, which has been assigned to Horizon by the authority for study. Miles and Anya are excited, for it's the most advanced piece of computerware in the world, and they can't wait to help Max take it apart. Peter is a lot more wary; he reminds them that Stromm used it to copy Spider-Man's brain and nervous system, and he wonders how much of him it copied.
Close on Stromm, looking disheveled and dismayed, in a dark room as he addressed by an unseen speaker. "Of course I'll give you a place to hide," the voice purrs. "I'll do better than that, I'll give you a job. After all, you'd want to earn your keep, wouldn't you?" The speaker reveals himself: THE JACKAL.
Commentary: ""I, Robot Master""
Next: "S01E21 "Kraven's Amazing Hunt""