A gang of six men has surrounded a helpless man on the street. Aiming their guns at him, they gleefully inform him they are going to steal his wallet and bash his face. The victim-to-be looks up and smiles, though, much to the surprise of the criminals. They immediately find out the reason of his smile: Spider-Man! The webslinger makes his entrance and makes short work of the thugs. Spidey returns the wallet to its owner. The man thanks him, realizing that Spidey probably just saved his life. Spider-Man assures him he was glad he could help and departs.
As he uses his web to soar above the city, Peter realizes it’s time to head home. He’s exhausted, having spent all night crisscrossing the entire city in the desperate hope of finding a sign of Electro. The self-proclaimed “Master of Electricity” recently super-charged himself and defeated – and humiliated – him in battle. Peter realizes he has to find him. Even though Electro has kept a low profile for the past few weeks, it’s only a matter of time before he attempts to use his enhanced powers for something big.
Elsewhere, a guy called Herb who’s driving an armored car carrying money, confesses to his colleague, a man called Marty who’s sitting right next to him, that he’s exhilarated because this is his last day at job; his final run. Marty advises Herb to stop smoking if he wants a long retirement. Herb argues that when you drive an armored car, cigarettes aren’t the only hazard to your health. Suddenly, he spots a man and a woman ahead. He asks Marty if the guy is really glowing or if it’s just his imagination!
Electro blasts the vehicle with enormous amounts of electricity, effectively destroying it. The woman, Delilah, reprimands him: he was only supposed to disable that armor car but he just flash-fried all the money it carried! She remarks it’s a miracle those guards escaped with their lives. Electro has to admit he’s still a mite off when gauging his new power. Delilah asks him to tell that to the Rose! His cash preserves are a little low and he was counting on the two of them to give him a boost. Apparently, crime doesn’t pay as well as it once did! Electro argues that’s the Rose’s problem.
Meanwhile, Spidey returns home, realizing he’s having a headache again. His biggest concern is his wife, Mary Jane, though: he had told her he’d be gone for a few hours. She’ll probably be furious due to the fact he was missing all night long. Mary Jane thinks he spends too much time playing hero these days – to the detriment of his other responsibilities – and she’s probably right.
Peter enters his bedroom. He is glad to see Mary Jane asleep and realizes he may get away with it. Then, the alarm is sounded and Peter quickly leaps across the room and ducks beneath the blankets before she spots him. As Mary Jane wakes up – it’s 6.00 am – she asks her husband if he’s awake. Peter pretends to have just woken up, asking her if it’s time to get up. Mary Jane is not fooled, though: she tosses the bed sheets aside, seeing Peter in his Spider-Man costume and telling him he is busted. She woke up at 3:30 to go to the bathroom and then paced the floors – worrying over him – until an hour ago. Apparently, neither she nor Peter will be at their sharpest today having practically not slept at all. As Peter is about to pop yet another aspirin, she confesses she’s worried by these persistent headaches of his.
Peter pretends not to be worried about it. Mary Jane scolds him, stressing the fact he cares about nothing except Electro. Peter insists it’s only natural: Electro humiliated him and made him beg for his life. Mary Jane understands his need to redeem himself but believes he’s become obsessed with Electro. Peter insists the man is a menace and it is his responsibility to…
Suddenly, he screams. Worried, Mary Jane vows that if his headaches are too painful, she’ll take him to the doctor. Peter explains it’s his stomach. All that aspirin must have set off his ulcer.
Deeply worried, Aunt Anna knocks on their door, asking them if they are all right. Without waiting for a response, she comes in, explaining that she heard one of them walking around last night and now it sounds like someone’s in pain. On the last instant, Peter puts Mary Jane’s robe on, concealing his Spider-Man costume. Both Peter and Mary Jane pretend everything’s okay.
In the Robertsons’ apartment, Martha Robertson reprimands her husband, Joe “Robbie” Robertson for wanting to return to the Daily Bugle after all that happened. Robbie reminds her he’s the editor in chief there. Martha pleads him to quit: no matter how fancy the job or the title, it doesn’t worth his life. Robbie insists she’s overreacting. Martha disagrees. J. Jonah Jameson, publisher of the Bugle, was almost beaten to death in the paper’s elevator and Joe and Martha themselves were recently attacked by ninjas!
Robbie admits there are certain risks but he has responsibilities, especially with Jameson in the hospital. “What about your responsibilities to me?!” she asks him. Robbie urges her to be reasonable but Martha leaves, noting it’s pointless to continue the conversation since it’s obvious he cares more about the Bugle than his wife.
In an abandoned power station, Electro discusses with the Rose and Delilah. Electro remarks this place will make the perfect secret headquarters for him. He believes that with a touch of Martha Stewart and of Oprah here and there, this place could easily rival Avengers’ Mansion or Four Freedoms Plaza! The Rose remarks it sounds very homey… and expensive. Too bad Electro burnt up their shake of the take – both Rose’s and Electro’s in that morning’s hijacking.
Electro asks him if something’s bothering him. “Indeed!” The Rose huffs. He has spent considerable funds to enhance Electro’s mastery of electricity and acquire this sub-station. If he is to see an appropriate return of his investments, there can be no more mishaps. He asks Electro if they understand each other. “Sure,” Electro replies. He just has a question: how long does he have to wait before they deliver him his Jacuzzi, big screen television, sub-zero refrigerator and CD system?!
In the attic of his house, Peter tests a new, non-conductive form of webbing he has just made which can be used to imprison Electro. Peter is satisfied by the final result; he realizes being a science whiz occasionally pays off! He bitterly contemplates he now has to come up with a special formula which can cure headaches, ulcers and the need for sleep!
Aunt Anna’s voice is suddenly heard, asking Peter if he’s in the attic. Peter replies he’s in the middle of a science experiment. Aunt Anna opens the hatch that leads to the attic, insisting she hates to interrupt but has something for him. Peter uses his superhuman reflexes to quickly stuff his Spider-Man costume, previously left on the floor, into some boxes, before Anna comes in. Anna walks in with a tray, urging Peter to not go to any trouble on her account. She hands him the tray, informing him she called a friend of hers at the senior center who used to own a health food store and he gave her a natural recipe which should help Peter with his headache and ulcer.
Anna looks at all the mess around and seems genuinely impressed and surprised. “This looks very interesting,” she comments on Peter’s newly-invented web, “what is it?” Peter mumbles it’s an experiment dealing with tensile strength. He gently pushes Anna out of the attic and apologizes: the experiment’s reached a critical stage and he needs to get back to it! Anna tells him to call her when he’s finished with the tray. Peter insists he’ll bring the tray down later himself. Left alone, he realizes that Anna means well, but living with her is really starting to… His thoughts are interrupted by the horrible realization of his costume being stained by grease left in those boxes!
Meanwhile, Electro tests his electric powers on a rat, incinerating the vermin. He prides on possessing the power of a living god, although laments on not having the imagination of one! He has been straining his brain in the past few hours trying to come up with a crime worthy of his new power level but has found nothing. He wishes he knew how guys like Doctor Doom and Magneto come up with all their various schemes and wonders if they hire freelance writers! He is annoyed by the fact that the Rose and Delilah treat him like he’s just another dumb thug, even though he’s the guy who humiliated Spider-Man in front of the whole city.
All his life, people have ignored Electro or figured him for a loser. He has been forgotten while less talented baddies grabbed the headlines! His own father abandoned him because he was a useless nothing. His wife divorced him because she thought he didn’t have ambition. Even his mother thought he lacked the drive and intelligence to ever make anything of himself. “No more!” Electro screams and unleashes his electricity with fury, destroying the abandoned power station. He promises he’ll show them all. They’re going to remember the name “Electro” forever.
At the Empire State University, Mary Jane wonders where Peter is. He told her he had a few chores to do at home but promised her he’d meet her at the E.S.U. cafeteria for a quick bite before their afternoon classes. She hopes Peter hasn’t collapsed from lack of sleep – or worse, that he hasn’t gone off as Spider-Man again. Mary Jane thinks he can’t afford to cut any more classes. Even though he’s been trying to put up a good front, it’s obvious he’s having a rough time getting into a college groove.
As she passes by a man and a woman sitting around a cafeteria table the man says “Hey. You’re Mary Jane Parker… right?” Mary Jane doesn’t recognize him. The man explains he’s Phil Urich and the woman who sits opposite him is Meredith Campbell. Mary Jane finally remembers: these two worked with her husband at the Daily Bugle. “Kind of! We used to be interns,” Phil explains. He asks her if she heard about J. Jonah Jameson getting mugged in his own building a few days back. “It’s terrible!” Mary Jane exclaims. She asks if they have any suspects yet. “Yeah… like anyone who’s ever met that waste!” Phil quips. Meredith urges him to be nice. Phil retorts that he’s not going to waste his sympathy on that miserable old skinflint – not while a decent man like Spider-Man is constantly risking his life against psychos like Vulture, Jack O’ Lantern and Electro!
Soaring above the city with his web, Peter thinks he can expect an earful from Mary Jane when he gets home. He went to the E.S.U. campus with the full intention of attending his studies but then he started thinking about Electro again – that’s all he’s been thinking about lately. Aunt Anna’s miracle brew actually worked and Peter now feels too good to zone out on some boring science lecture. Plus, he managed to clean those grease stains off his costume. He considers making a few modifications on his costume when, suddenly, he sees a flashing light somewhere below!
Thinking there’s a chance this is Electro, Spider-Man rushes towards the light only to discover it’s actually a workman in a balcony doing some spot welding. Peter realizes he needs to relax. He is much too jumpy. He thinks Mary Jane would only give him more grief if he turned to her but does have a bud who can actually understand what he’s going through.
Meanwhile, Delilah briefs the Rose on the latest news about Electro. The Rose is playing some bowling at the moment and furiously unleashes the ball… and succeeds n having a “strike!” The Rose is astonished to hear that Electro blew up that abandoned sub-station which the Rose recently purchased and now is threatening to create a massive electrical bomb which will devastate Manhattan! The Rose wonders if the man is a complete idiot. Doesn’t he realize the Rose makes his money from criminal enterprises based on this city?! The Rose funded him in the belief he’d aid his endeavors but he’s a greater drain on his resources than Spider-Man! Delilah advises him to dump Electro. She’s powerful enough to satisfy his every need. To demonstrate her invulnerability, she crashes a pin on her head, shattering it!
Examining photos of well-known enemies of Spider-Man, the Rose agrees with her but remarks it’s good to have a pawn which you can easily sacrifice. Delilah replies that this is the sweetest thing he’s ever said to her! The Rose claims he knows who the perfect candidate is but he has complications. He asks her to excuse him because he must make the appropriate arrangements.
Meanwhile, Martha decides she won’t give up without a fight. She and Joe have invested too much into their marriage. Wearing her coat, she decides to go and convince him to quit that stupid job before it kills him.
At university, Professor Howard advises his students to pay particular attention to today’s lecture as it will be of paramount importance to their next exam. He notices that two students are missing today… Mr. Fein and Mr. Parker. Owen Stacy intervenes, telling the Professor that Fein’s down with the flu but he saw Parker walking through the cafeteria earlier. Howard is annoyed and remarks that Parker doesn’t consider this class a high priority. He insists, though, that Stacy makes his notes available to both absentees. Stacy assures him he can count on him, although he actually thinks, “Yeah… right!”
On a rooftop, Spider-Man converses with Nate Grey/X-Man. Peter can’t believe that Nate just suggested they should brain-fry Electro. He was joking, right? Nate – a powerful mutant telepath who can manipulate matter as well as energy and who has recently become a friend of Spider-Man – remains silent for a moment. He then asks Peter what good will capturing Electro do; he’ll only return to threaten Peter again. Peter replies this may be the case. He’s fully aware Nate comes from a violent kill-or-be-killed world but they are still the good guys. Bureaucrats, lawyers and judges may be forced to settle for expediency at the cost of justice but they should hold their selves to a higher standard!
Nate tells Peter he thought he just wanted revenge. Peter explains he may have said that in a moment of anger but what he really wants is redemption. He tells Nate he’ll check with him later as he has to make a few last minute preparations now and then go over to the Bugle to see if they have any leads.
In the headquarters of the Rose, Master Zei, leader of the True Believers, tells him “We are agreed, Mr. Rose.” He assures the Rose that he and his associates will secure the services of he whom he has requested – for the stated fee, of course. “Half now… and the balance upon his successful return,” the Rose clarifies. Delilah asks her boss whether these are the same True Believer ninjas who used to work for his enemy, the Black Tarantula. The Rose argues that if you can’t beat the competition, you hire it! Delilah is still not happy with this plan. “Even if it means we lose Electro?” the Rose asks. Delilah asks him to do the honors herself! The Rose replies he had someone else in mind.
In the entrance of the Daily Bugle, Peter gets in the way of his colleague, Lou, who urges him to let a working man pass: Lou has to get down to the bowery since there’s been a bombing at a supposedly abandoned power station. Peter asks him to be careful. He thinks this sounds like Electro’s work but he must be long gone by now.
Peter goes to check in with Robbie but pauses just outside his office as he sees Robbie and Martha arguing through the office window. He realizes his timing is as bad as his luck: the couple is squabbling again. Peter wonders if she’s reaming Robbie over the hours and dangers associated with his job. As Martha storms out of his office, Peter thinks “Go after her, man! That’s the woman you love!” He believes Robbie should get his priorities in order just as he should. Mary Jane is right: he’s been allowing Electro to dominate his life and put his own marriage at risk.
He contemplates begging her forgiveness when his thoughts are interrupted by Ben Urich, who hands him over an envelope, telling him it’s arrived for Spider-Man. Ben figured Peter could deliver it to Spider-Man the next time he snaps his photo. Peter instantly opens it, despite Ben yelling he was not supposed to. Peter says he just wanted to see if it was something urgent. Upon reading the paper in the envelope, he says “Whoa,” and prepares to go, ignoring Ben’s pleas to share a hot lead with him!
Along the border of the East River is an unimposing building owned by Con Edison, the company which supplies electrical power to the city of New York. Deep within a heavily shielded basement is the central switching generator which monitors the energy flow throughout all five boroughs. Electro is already here, having blasted off the doors that led to the basement and the generator and having paralyzed all employees with his powers. He tells them not to worry as the paralysis they’re experiencing is only temporary and should wear off in half an hour or so. They will have plenty of time to evacuate the city with everyone else!
As he stands in front of the generator, Electro realizes that, after all these years he worked for the electrical company, he never made it down here: to the electrical heart of the city! He thinks the guys that come here working every day haven’t appreciated just how cool that is.
Suddenly, Spider-Man, wearing a dark blue/red insulated costume, makes a spectacular entrance, blasting through the walls, together with Nate Grey. Spider-Man assures Electro they are very glad he enjoyed the tour portion of his program but his humble guide wishes to remind him that “tipping” is not a city in China! Peter asks him to decide whether he prefers a) immediate surrender or b) a severe butt-kicking!
Undeterred, Electro remarks that Spider-Man’s early. He wasn’t expecting him until after he made his demands on the city. Mockingly, he asks him if he’s supposed to cower in fear just because he came in an insulated costume and brought “leather boy” along for company! Electro believes Spider-Man is thinking the old Electro: now Electro has power and Spidey and his Leonardo DiCaprio wannabe better hit the road before Electro sizzles his synapses like last time!
Nate is surprised this guy is not really insecure, like Spidey described him. “My mistake!” Spider-Man apologizes. Electro assumes Delilah has ratted him out because she never really liked him. Nate remarks he has effect on a lot of people and offers to improve Electro’s personality after he shuts down his brain! Indeed, he attacks Electro with a mindblast.
As Electro agonizes on the floor, Nate tells him to stop fighting him as he doesn’t intend to hurt him; he’s only going to add a few mental blocks to prevent him from accessing his powers. Electro admits this sounds like a good plan. It’s a pity, though, brain waves are a form of electrical energy and he is the master of electricity! Upon saying this, he rushes against Nate, who barely manages to erect a telekinetic shield in time in order to protect himself.
Standing nearby, Peter watches as Electro’s energy cocoon blasts Nate and himself right through the building’s concrete foundation and up toward daylight. Peter realizes Electro’s even more powerful than he imagined. As Electro and Nate are blasted out of the building with a huge explosion, three kids standing nearby are astonished by the spectacle. One assumes this must be a gas main, the other wonders whether they’ll close the close whereas the third kid is certain they’ll probably close the entire borough with the way that sucker’s blowing!
Debris has covered the street, coming from the shattered building. Spidey’s worst nightmare comes true: the streets are crowded with people and Electro’s going berserk. He then sees Electro is about to barbecue a stunned Nate and decides it’s time to do his hero thing! Kicking Electro away, he starts moving Nate away from the area. Peter can’t believe Electro is laughing. He asks Nate if he’s okay to which Nate responds that Electro’s electrical feedback caught him by surprise but he’ll recover.
As Electro slowly rises, he admits that Spider-Man’s new union suit actually worked: it allowed him to make contact with Electro without being fried to a crisp! Impressed by that, Electro wipes the blood running from his nose – electrically charge blood that hisses when Electro hurls it on a rock.
Spidey reminds him there is no need to fight. He reminds him he actually saved his life once. Electro argues this a wrong tactic and unleashes his blasts on Spidey, adding that this is a very sore subject and Peter should have known better than bring it up. Electro insists “I’m a whole new me!” His days of whining and sniveling are long gone. As Spider-Man jumps all around the buildings, avoiding Electro’s blasts, he congratulates him and suggests he writes a book and hits the talk shows as his inspirational story deserves a wider audience!
As he continues jumping around using his web, Peter realizes it’s taking all his speed and agility to stay ahead of Electro’s electrical barrage and he can’t keep this pace up much longer. He’s starting to tire and all this tension is triggering his ulcer. Nearby, Delilah watches the battle from a rooftop, impressed by how unstoppable Electro appears to be. She thinks she should have treated him better when she had the chance.
Meanwhile, in Cypress Hills Cemetery, two guys, Glenn and Mark, hide between tombstones, secretly watching as some guys rob a grave in broad daylight. Glenn stresses they’re not ordinary guys: they are ninjas! As the ninjas depart and the guys approach, Mark is shocked to see that was no ordinary body they stole either.
In the streets of New York, the battle continues. Peter realizes his all-night jaunts are finally catching up to him, as he’s on the verge of physical exhaustion. He finally manages to switch his web-cartridges and flip himself into the proper position, unleashing his new web against Electro. As Electro is “tied” by Pete’s new webbing, he remarks that he is not the only one who learns from past mistakes. However, Electro proves more powerful and blasts himself free, destroying Spider-Man’s web.
The building’s facing is shattered by this explosion and is about to fall on some bystanders on the pavement when Nate saves them, by protecting them with a telekinetic field. Nate exclaims that no one dies today, except Electro.
In the hospital, Jameson sees the smoke that arises from the battle area and demands to have a phone taken to him. He has to call the Daily Bugle to find out what’s happening there. One nurse reminds him it’s a hospital and he needs to relax. Jameson can’t possibly relax while a major story is unfolding right before his eyes and hopes that blockhead, Peter Parker, is out taking pictures instead of goofing off somewhere!
Meanwhile, Peter admits that Electro is starting to tee him off! As he keeps moving around to avoid Electro’s electric blasts, he grabs a small rock and hurls it to Electro, arguing that the last thing Electro expected was a good old fashioned web-ball! Electro feels like he’s going to be sick and collapses to the ground. Spidey grabs him, telling him he’s pathetic and that he’s going to settle into a cozy cell; he’s already injured many innocent people and caused enough damage. As he starts pummeling him, he tells Electro he’d better appreciate the fact he’s holding himself back.
On his knees, Electro mumbles that he hopes Spidey is proud of himself. Peter clarifies there’s no pride involved in taking him down… just his responsibility. Electro thinks he’s like all the rest – like his own father. They think he’s a useless nothing; a pathetic loser; a perennial failure! They are so wrong!” As he stands up, he unleashes a huge blast against Peter and flies upwards, adding that he’s going to prove that to entire world. He was originally going to set of a simple electrical bomb. He just wanted to establish himself as a major player by taking out a few dozen city blocks. He would have even given everyone a chance to evacuate. That was his old plan. His new one’s a lot simpler and more spectacular: he’s just gonna fire a super-blast into the core of the central switching generator and start a chain reaction which ought to consume the entire five boroughs – and maybe even him along them!
Hearing Electro saying this, Nate confesses he’s afraid he’s deadly serious. They have only one hope: Nate can summon enough strength for a lethal psi-bolt. “No!” Peter retorts. He instructs Nate to hold off as long as possible. Peter wants to try to bring him in. “Why take the risk?” Nate asks him. Peter explains he never should have lost his temper or taken his frustrations out on him: it’s his fault Electro creaked. And it’s his responsibility to save him! As Electro is about to fire a blast into the core of the generator, Spidey approaches him, urging him not to do it; not to sacrifice himself to prove some stupid point. Electro retorts that’s easy for him to say – but he is entitled to a little payback!
Peter insists he’s not entitled to anything and he’s not going to let Electro hurt himself or anyone else. Electro taunts Spider-Man, finding his concern touching – but it’s too late to stop him! He finally releases the blast but just then, Peter punches him, making him lose his aim. Despite his ill-aimed shot, Electro moves away from Spider-Man, determined to charge and try again. He exclaims that Spider-Man failed: he couldn’t beat him. He hopes this is Spidey’s last thought as he becomes intimately acquainted with the ground!
Pete, however, replies that he’ll just enjoy the cool and refreshing rush of the wind across his mask as he rivets his attention on that lamppost dead ahead! Saying this, he grabs onto the lamppost with his webs. He then jests that, with a little luck and a lot of skill, everyone’s favorite webhead will keep on swinging! As he swings for a bit and then leaps forward, hurling himself towards Electro, he jokes that times like these really make him appreciate the fact that he’s almost as agile as he is good-looking!
Flying overhead, Electro pushes himself to concentrate. He believes he has to bring his internal current up to maximum output and tap into the electrical force as he’s never done before. He’s about to cause the biggest overload in history and…
His thoughts are suddenly interrupted rather violently, as a skyrocketed Spider-Man appears from behind him and fiercely punches him, while shouting “Hey Electro… Game over!” As both men start freefalling, Electro calls Peter a lunatic and informs they’re both going to die now! Spider-Man has interfered with his release of energy; it’s still coursing through Electro’s body, ready to explode! Electro can’t concentrate… he can’t bring the power under control… it’s over!
Suddenly, Nate intervenes and grasps Spider-Man. Nate advises Peter not to beat himself up over Electro. He tried his best to save him, as if he was worth saving. “I’ve got a flash for you, pal… I’m still trying!” Peter perseveres and shoots another web; Electro grabs onto it. Nate grouches that Peter does have a tendency to strain their relationship. Peter apologizes and urges Electro to hang on: he’ll swing him towards the nearest rooftop! In complete despair, Electro retorts he had it all his hands… and Spider-Man screwed everything up! It was never supposed to end like this! However, he declares he won’t go back to prison. He won’t suffer the disgrace… the humiliation… the look in everyone’s eyes.
He asks Peter if responsibility is his thing. “Well, you can take responsibility for this!” Electro tells him and breaks the web with an electric bolt, thereby falling into the Hudson River… and then an explosion occurs underwater, a result of Electro’s highly charged body.
“Electro, no!” Peter screams – in vain. He then remains silent, much as Nate, who’s telekinetically propelling them downwards, does. Delilah, still watching from a rooftop nearby, muses this is fascinating… and very satisfying!
Later, in the E.S.U. campus, a disgruntled Mary Jane leaves class, when she suddenly hears a voice behind her: “Hey, pretty lady… are those jeans painted on?” It’s Peter. Mary Jane jokes that he’d better watch his mouth; she’s married. “No problem. Me too,” Peter quips. “Really?” Mary Jane wonders – he hasn’t been acting like it. Peter admits he knows but promises to do better. Looking crossly at him, Mary Jane asks him to give her one reason to believe him. Peter gives her two: he loves her… and she loves him. “Persuasive!” Mary Jane admits. She also quips that that jeans line counted in his favor. Peter admits he really hit the jackpot on the day he met her. Mary Jane stresses they both did.
An angry Professor Howard suddenly appears. “Nice to see you, sir,” Peter awkwardly greets him. Professor Howard argues that Peter could have seen him earlier… if had deigned to attend his class. Peter explains that something came up. Professor Howard retorts that Peter has potential but he’ll never realize it until he starts acting more responsibly in regards to his studies.
Elsewhere, the second Doctor Octopus, the woman known as Carolyn Trainer, is listening to the radio while working in her lab. The newscaster informs the audience that officials from the electric company have already dispatched repair crews and claim that full service will be restored shortly. In other news, police responded to reports of a most bizarre kidnapping: grave robbers have allegedly stolen the body of Doctor Otto Octavius, who is better known as the original Doctor Octopus! Hearing this, a vial drops from one of Carolyn’s tentacles. “Otto? T-they’ve taken my Otto?” she snaps.