- Electro (Max Dillon) (First appearance)
- Mr. Aaron Warren
- Harry Osborn
- Flash Thompson
- Sally Avril
- Dr. Nicholas Bromwell (First appearance)
- Officer Stan Carter
- Officer Jean DeWolff
- Rand Robertson (Cameo)
- Kenny "Kong" McFarlane (Cameo)
- Glory Grant (Cameo)
- Erin (First appearance)
Races and Species:
- Spider-Man's Suit
- Eel sludge (First appearance)
- Lizard DNA formula (First appearance)
- Electro's insulation suit (First appearance)
Late night at the Empire State University lab, Dr. Connors and his interns experiment on genetically altered electric eels. Dr. Connors explains how everything is connected and the scientist's role on exploring and expanding those connections. In this case, he hopes to study the eels in order to develop a clean, alternate energy source based on how they generate their electricity, and he amplifies that ability by containing them in a special fluid Eddie's dubbed "sludge." Due to this increase in the bio-electricity they produce, Dr. Connors has called an electrician and friend of his, Max Dillon, to replace the lab's bio-electrical filters. Marthastops by the tank to tell Curt she's taking their son, Billy, home for bed and advises him that he send Peter and Gwen home as well. Peter escorts Gwen home, calling Aunt May of this.
After the others leave, Dr. Connors pulls out and examines a small vial of green formula under a microscope. At the same time, Max unscrews one of the filters and tries to pull it out, but it's stuck. When his vigorous attempts to shake the filter out knocks his drill onto the control panel of the filtration system, he reaches over to take the drill off but is severely electrocuted by a live wire touching it. The shock throws him back into the tank with the eels with enough force to break through the side, drenching him in the sludge. Connors and Eddie rescue Max, but his body has started building up an electric charge at an unstable rate. They rush him to the hospital where he is quarantined to get his vitals stabilized.
The following day, Peter arrives late to class, despite having web-swung the entire way to make it on time. When Peter overhears Flash say something about Spider-Man in action, he assumes he's been caught (as a small piece of his costume had been showing under his shirt at the time). But Flash was referring to the Daily Bugle's contest, rewarding money to anyone who can give them usable photos of the web-swinger--the same idea Peter gave the Bugle only to have it rejected. As class starts, Mr. Warren passes back the test taken the previous day. A few known scores are Flash's C- that left him particularly satisfied, Liz's disappointing D-, and Peter's perfect A+. Annoyed at Peter's upstaging the class, Flash attempts to hit him in the back of the head, but his spider-sense tips him off. While Peter pretends to retrieve something he dropped on the ground, the football strikes Mr. Warren, getting Flash in trouble.
Back at Manhattan General Hospital, Max's condition has been stabilized thanks to an insulation suit created by Dr. Bromwell to contain his condition. Dr. Connors promises Max he'll develop a cure to return him to normal, but he'll be confined to the suit in the mean time. At the end of class at M3 High School, Mr. Warren speaks to Liz about her poor grades, suggesting that Peter tutor her. Discouraged by the peer pressure of being in the in crowd, Liz tries to worm her way out of spending time with Peter and suggests tutoring with Flash. But Mr. Warren's decision is final.
That night, Max tries to watch television but gets nothing but static, perhaps due to the electric charge he's giving off. Eddie tries to make light of the situation, but Max is in no laughing mood. He'd planned on going back to college and making something of himself in the future, but feels that his freak accident ruins any chance of that. In his anger, he releases an electrical discharge that blows every electronic appliance in the room before fleeing the hospital in frustration.
Meanwhile, Peter and Liz meet at the Silver Spoon Cafe to study, but Liz is too absorbed in texting with Flash to pay attention. While Peter tries to get her to stop, only for her to call Flash instead, Max walks into the cafe in jeans and a hoodie to cover up his insulation suit. He becomes aggravated by people's constant stares and orders a coffee. But when he finds his condition prevents him from even drinking his coffee, the anger releases another spike of electricity in the cafe, frightening the other customers. Peters sees him run from the cafe and, not knowing who he really is, assumes he's a thug. He abandons Liz on the pretext of being tired of her ignorance, leaving her stunned, before changing into Spider-Man.
While pursuing Max, Spider-Man attempts to shoot photos of himself for the Bugles contest. He then webs up Max for a group shot before using his webbing to remove the helmet of his insulation suit. This, unfortunately, releases an even greater discharge of electricity, and Max scolds Spider-Man for attacking him. As Max starts counterattacking, Spider-Man fights back while jokingly nicknaming him Electro. But just as the fight has started, the alarm on his cell phone reminds him to call Aunt May. While dodging Max's blasts, Peter tells Aunt May he's been tutoring, and she warns him of an upcoming rain. After he finishes with his aunt, Spider-man leaps back into action, but Max is gone.
Peter learns the truth of Max's condition from Gwen the following day while going through his failed photo shots, and he subsequently feels guilty for attacking him the previous night. He then runs into Liz, whom he offers another chance at a tutoring session at the E.S.U. lab. She arrives just as Dr. Connors and the interns are discussing possible ways to cure Max (ruling out a filtering in the tank, due to his condition not allowing him near water). Max, meanwhile, is forced to run way from both Dr. Bromwell and the cops, and heads for E.S.U. to confront Dr. Connors. Back at the lab, Dr. Connors retreats to his lab while Peter explains the scientist's role, which Dr. Connors explained the other day, to Liz. He's certain that Liz is smart enough that she can understand it if she just tries, and Eddie assures her she has a great tutor. Liz appears to agree with this, but Gwen appears a bit annoyed for some reason.
In his office, Dr. Connors prepares to inject himself with the formula he'd been examining the night of Max's accident when Martha catches him. Curt explains he's been injecting himself with an experiment bio formula created from genetically-enhanced lizard DNA. Before his shocked wife can respond to this, Max smashes his way into the lab looking for him. Dr. Connors sets his lizard formula on the table to try reasoning with Max, who's demanding an immediate cure after being driven nuts by his condition. When Dr. Connors tries telling him the cure will take time, he finally snaps and attacks him.
To allow Peter and the girls time to escape out the back, Eddie attempts a tackle on Max, but he easily electrocutes him and tosses him aside. Outside, Peter leads the girls to safety while Gwen calls 911. But when they turn around, Peter is already gone, having changed into Spider-Man to deal with Max. Dr. Connors again tries to reason with him, but Max accuses him of lying to him about needing time to come up with a cure. In his anger, he breaks the table, knocking the vial with the lizard formula to the ground. At that point, Spider-Man drops in and tries to apologize to Max and offer his help, but Max rejects his offer. At that point, he declares that Max Dillon is gone until he is given a cure, adopting the name Spider-Man had given him the previous night: Electro.
In his anger, Electro releases a huge discharge of electricity, one of the bolts of which strikes the vial containing the lizard formula. Seeing the Connors' attempting to gather an unconscious Eddie to flee the scene, Spider-Man starts fighting with Electro to allow them the time to escape. When he realizes this, Electro charges Spider-Man out of rage, and the fight is eventually taken outside. At one point of the fight, Spider-Man has to rescue a boy attempting to take pictures for the Bugles contest from the crossfire; he tells him if any of his camera phone's photo's come out right, he wants a cut of the pay. To be able to touch Electro, Spider-Man slips on an insulation glove, grabs hold of him in mid-swing, and slams him into the lab building. This has only momentary effect on Electro, who is soon back on his feet and attacking the web-head again.
Spider-Man escapes Electro on the university's radio tower but soon discovers this is the worst place to try getting away from an electric-based villain. Moments later, Peter's "call Aunt May" alarm goes off, but the electric discharge from Electro is causing interference in the phone signal when he dials her. Though Aunt May's starting to become disappointed with Peter's late pattern, he's forced to hang up on her, which he worries may get him in trouble when he gets home. Eventually, Spider-Man is able to knock Electro into the university pool, where his discharge blows all the water to steam and knocks him out cold.
The following day, Liz confronts Peter about him running off from them like he did last night. He explains he was trying to help with the Electro situation but didn't, saying that old Petey is pretty useless; Liz disagrees. When Flash and the other popular kids show up, Liz brushes Peter off. But little does anybody know, she's already feeling guilty about it. Peter, meanwhile, returns to Gwen and Harry who try cheering him up. But Peter's fine; he reached out, and she swiped his hand away. You can't control everything, but the trick, he says, is to never stop trying.
Dr. Connors doesn't plan to stop trying to find the cure to bring Max Dillon. On his way home, he picks up the Lizard Formula vial, unaware it had been charged by Electro's attack.
- Production Code 102