Doc Ock must adjust to his new life as a hero and is tested by rising crime boss Sandgirl.
This episode contains examples of:
- The Bus Came Back: After having been seen back in season 1, Keemia Marko finally returns, now going by Sandgirl.
- Enemy Mine: What Sandgirl attempts with the rival gangs to unite against the Superior Spiderman.
- Evil Costume Switch: To show her status as a villain, Sandgirl now wears a red shirt with a red beanie.
- Fame Through Infamy: Jameson is shocked about Spider-Man's "Superior", aggressive attitude and is surprisingly welcome of it!
- Hoist by His Own Petard: Sandgirl attempts to imprison SpOck in a prison with electrified bars. After Miles liberates him, SpOck links Sandgirl to the cell with a cable and activates it, turning her into glass.
- Literally Shattered Lives: Attempted by SpOck when he attempts to punch Sandgirl after being turned to glass. Averted when Miles holds him back, reminding "Spidey" that heroes don't kill.
- Out-of-Character Alert: Everyone in Horizon High is suspicious of "Peter's" behavior, especially Miles, who stops him from nearly killing Sandgirl.
- Wham Episode: Otto — in Peter's body — decides he's done with Horizon High after being denied a scholarship by Max.
