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Quote1.png Why I'm your friendly neighborhood Spider-Man, of course! Quote2.png


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  • Osborn's Limo


As the summer following Spider-Man's origin comes to a close, Peter Parker relishes the season he spent as the undefeated web-swinger while taking out the partner thugs Flint Marko and Alex O'Hirn for the third time. This time, he tries out a new gadget he added to his belt called the "spider signal." Little does Spider-Man realize, he is being watched by an unseen threat through live video feed; this threat, known only as The Big Man, orders his right-hand man, Hammerhead, to summon the Enforcers (Earth-26496)--which he is already done so.

Back at the Parker home in Forest Hills, Queens, Peter's Uncle Ben is gone and has left Peter and Aunt May in considerable debt. Aunt May tries to hide this from Peter, not realizing he overheard, and sends him off for his first day of school. Peter's success as Spider-Man leaves him feeling this will be a better school year.

Meanwhile, at Oscorp, a bitter old scientist named Adrian Toomes verbally attacks his old colleague, the nebbish Dr. Otto Octavius. Four months prior, Octavius had arranged a meeting between Toomes and Oscorp founder, Norman Osborn, to present his work on a magnetic air transport system called "Tech Flight." Oscorp rejected the idea but passed it on as their own recently. When Octavius tried apologizing, Norman himself stepped in to tell Toomes that Oscorp had nothing to apologize for, stating that Toomes couldn't possibly prove that Tech Flight was originally his.

As Peter starts his Junior year at Midtown Manhattan Magnet High School, he sets his goals high. After meeting up again with his two friends, Gwen Stacy (who spent the summer at science camp) and Harry Osborn (who went on a world tour with his dad, basically doing nothing), he attempts to ask out the popular cheerleader Sally Avril, who harshly shoots his advance down It turns out she was already going out with Rand Robertson, which Peter didn't know, but Rand forgives the moment of confusion, much to Sally's chagrin. High school quarterback Flash Thompson threatens Peter to never try anything like that with his girlfriend, Liz, but Peter stands his ground. He is overpowered anyway, getting his bag lunch stolen in the process.

While Peter is dealing with his first day of school, Hammerhead takes the Enforcers to an empty warehouse where they converse by audio with The Big Man. The Big Man explains how he did not believe Spider-Man actually existed--just a fairy tale his captured thugs made up to justify their failures--until he saw him in action on video. Montana assumes the job is to capture Spider-Man, but The Big Man corrects him: he wants them to squash him.

At M3 High School, Mr. Warren talks to Peter and Gwen after class, discussing an internship at Dr Connors' lab at Empire State University. It's the same lab where Peter was bitten by the genetically altered spider that gave him his powers during a field trip the previous school year. While Peter and Gwen learn about their internship, Toomes dawns a suit equipped with his Tech Flight technology.

With an hour's worth of free time before needing to clock in at E.S.U., Peter visits the Osborns' residence where Harry reminds him he was one M3 star newspaper photographer. Peter is confident his interning with Dr. Connors will solve the Parker money problem, as Harry's dad, Norman, made it rich as a scientist. When Norman himself overhears and calls the boys out, Peter attempts to apologize. But, Norman stops him, telling him never to apologize--that being his own policy. He then proceeds to question the two on the internship, asking Harry if he also received the position; he ashamedly admits not.

Just as the boys prepare to leave Norman, Toomes swoops out of the air and snatches him up with the talons on his boots. Peter tells Harry to notify the police while he changes into Spider-Man, leaving his shoes on the balcony. As Toomes argues with Norman, he takes on the moniker the Vulture after Norman called him this at their meeting at Oscorp (Norman had actually called him a buzzard, which he is quick to point out). The Vulture demands of Norman that he reveal Toomes the inventor of Tech Flight, pay him his royalties, and publicly apologize for stealing his invention. When Norman refuses (by personal policy, he never apologizes), the Vulture tosses him down towards the street to what would be his death.

However, Spider-Man swings by and catches Norman in the nick of time, noting that Norman is his first civilian rescue. When questioned simultaneously by the Vulture and Norman, he introduces himself as "your friendly neighborhood Spider-Man," someone the Vulture believed was merely a myth. The avian villain attempts to take both the hero and his intended victim out by slicing Spider-Man's webbing with his wing. Spider-Man manages to break his fall moments before reaching the ground and hands Norman over to the police for his protection. One of the officers, Jean, doesn't believe Spider-Man's heroics are necessary while the other, Stan, feels the hero is a big help. After Spider-Man drops him on them, Norman promises an explanation once they are in the safety of the police station. Spider-Man then takes off after Vulture, whom he calls Beaky and tries talking into using his Tech Flight for good rather than evil. Bitter over being thwarted, the villain flies away declaring, "The name's Vulture!"

The skirmish with the Vulture causes Peter to be late reporting to the E.S.U. Bio-Genetics Laboratory. He checks in on Harry, whom he tells he was trying to follow the incident on foot, and hangs up on him telling him that Gwen is giving him the look for his tardiness (which she is not). Inside the lab, Peter and Gwen meet up with their old friend, Eddie Brock, who is now a freshman at E.S.U. and lab assistant of the Connors leaving his "bro," Peter, with no one to protect him from Flash at M3 (Eddie sees Peter's lack of shoes and assumes Flash took them). Eddie then introduces the two to Dr. Martha Connors, and she calls for her husband to come out and greet them as well. Dr. Connors is in his office when she calls, injecting himself with an unknown formula. When he greets Peter, he recognizes him from the sophomore field trip as the one who the escaped spider bit, but Peter manages to divert the conversation away from that. When Eddie shows the two around, Peter asks what the internship pays. But since Peter's a high school student with no experience, Eddie tells him he doesn't get paid.

After their first day at the lab, Peter sees Gwen off at the bus stop. Seeing that he is still upset that he has not found a solution yet to his family's debts, Gwen assures him the answer will "come to him." As the bus leaves, Peter impatiently demands an answer from no one in particular, and a stray Daily Bugle newspaper hits him in the face as if on cue. The paper is reporting on the mysterious Spider-Man's actions, but no one can get a clear photo of him.

Deciding he would use this to his opportunity, Peter goes to the Bugle headquarters to talk to its editor-in-chief, J. Jonah Jameson, but the security won't let him up to see him. Undeterred, Peter scales the building to reach Jameson's office where he finds Jameson barking out orders left and right. He then offers Jameson a proposal to get him pictures of Spider-Man in action, assuring him those photos would sell a lot of newspapers. Jameson, however, shoots him down and has security throw him out. Moments later, he reconsiders Peter's idea and takes it as his own.

That night, Peter returns to the Osborn balcony as Spider-Man to reclaim his shoes. Fortunately, his presence allows him to catch sight of the Vulture making another attempt to grab Norman, who flees in his limo. Meanwhile, a helicopter advances towards the web-swinger; the Enforcers are making their move. With Spider-Man distracted by the Vulture, Montana snags him in a net, breaking him from his hold on the Vulture. Spider-Man manages to slow down his fall, landing on a helicopter pad on the top of a skyscraper where Ox and Fancy Dan advance on him. Spider-Man duels with the two Enforcers, discovering that Ox has enough strength of break through his webbing.

Meanwhile, the Vulture is breaking through the roof of Norman's limo. So Spider-Man ties up Fancy Dan and leaves Ox hanging from a flagpole on the skyscraper, reminding him that breaking the webbing now would mean certain death, and then he takes off after the Vulture. With Montana all that's left active of the Enforcers, he peruses Spider-Man as the latter catches up with the limo to confront the villain tearing it apart. The Vulture yells at Spider-Man out of anger of him defending Osborn, and a swipe of his wing tears a hole in his costume. Spider-Man acknowledges that fighting with both the Vulture in his Tech Flight suit and Montana in his helicopter has been his greatest challenge so far, but he's determined not to let Harry's dad die the same way Uncle Ben did. Norman is eventually able to escape by means of the nearest parking garage, and Spider-Man is able to take out both Montana and the Vulture by smashing the villain's right wing against the tail rotor of the helicopter. Although the Vulture remains airborne, Spider-Man disables his suit completely be smashing the circuitry on his back. In the end, Spider-Man has managed to capture the Vulture, Fancy Dan, and Ox for the police to arrest. But Montana managed to escape.

After the fight, Peter finally retrieves his shoes and returns home around midnight. When Aunt May meets him at the door, she reminds him that he is now the man of the house but still her responsibility and that he should abide by the house rules: curfew is 10:00 PM, and Peter is to call Aunt May if he'd be late to tell her he is on his way. When Aunt May is confident enough that an understanding has been reached, she offers her nephew a slice of banana cream pie. Peter knows that, although nothing went as he'd planned it, he still has a pretty good life.


  • Production Code 101
  • The title refers to the term in biology which means that organisms that are more physically and mentally fit are to dominate anyone inferior in those qualities.


  • The stone gargoyle Peter latches on to during his fight with the Enforcers resembles Broadway, a character from Greg Weisman's previous show Gargoyles.

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