Spider-Man, still upset over Mary-Jane's disappearance, goes to talk to Felicia, hoping she will know what he is going through, only to discover Doctor Octopus giving her and her mother trouble over a secret regarding Felicia's father, John Hardesky. However, the Kingpin has discovered something Hardesky knows that he seeks to use for his personal gain, and has him broken out of S.H.I.E.L.D..
This episode provides examples of:
- Actor Allusion: John Phillip Law, who plays Felicia's father John Hardesky/the Cat, who in his prime was a master thief. Not unlike Diabolik.
- Blackmail: Dr. Octopus threatens to embarrass the Hardy family by revealing Anastatia Hardy's husband, John Hardesky, is the infamous burglar known as the Cat. However, the Kingpin prevents him from doing so, due to needing Hardesky's knowledge of the super solider formula that created Captain America.
- The Cameo: Daredevil appears in a recording the Kingpin shows to Doctor Octopus of the Chameleon being arrested.
- Chekhov's Gunman: Two of them, Captain America and the Red Skull. While they only appeared in a flashback in this episode, the two would play more significant roles in the next season.
- Continuity Nod:
- Spider-Man mentions how Felicia is still upset over losing Michael Morbius.
- J. Jonah Jameson still has the pin that Nick Fury gave back when Spider-Man first encountered the Chameleon during his assassination attempt at the U.N.
- After the Chameleon's second arrest when helping the Kingpin frame Peter Parker, he was taken into custody by S.H.I.E.L.D., due to being such a danger to the rest of the world.
- Felicia mentions ex-fiancé, Jason Philip Macendale, or the Hobgoblin.
- Contrived Coincidence: Spider-Man decided to talk Felicia over his feelings over losing Mary-Jane, just at the the moment when Doctor Octopus was at Felicia's apartment attempting to blackmail her mother.
- Dark Secret: Anastatia Hardy is trying to hide from the world that her husband was an infamous burglar and jewel thief, something Doctor Octopus attempts to exploit by threatens to reveal it.
- Didn't Think This Through: Skull’s attempt to force John Hardesky to betray his country goes south when he over hears the apparently Nazi super soldier being referred to as “Captain America”.
- He Knows Too Much: After John Hardesky was arrested S.H.I.E.L.D. took him into custody to prevent the formula to the Super Soldier Serum, as Hardesky has a photographic memory that allowed to memorize the formula, from falling into the wrong hands.
- Internal Reveal: Wilson Fisk reveals to Felicia that he is the crimelord Kingpin.
- Mid-Season Upgrade: Chameleon is now able to transform into others naturally rather than relying on his belt.
- Might as Well Not Be in Prison at All: The Chameleon. Due to S.H.I.E.L.D. being unaware of his cybernetic enhancements that allow him to shape-shift without his belt, he is able to help the Kingpin break John Hardesky out of jail so the Kingpin can the formula Super Soldier Serum that created Captain America.
- Shout-Out: When Spider-Man is brought to the S.H.I.E.L.D. Helicarrier, call it a "castle in the sky" which is a reference the anime movie of the same name.
- Small Role, Big Impact: Both Captain American and the Red Skull only appeared in a flashback when Hardesky was a boy, but they both play a big role in the trouble the Kingpin has caused both Felicia and her father to go through.
- Ungrateful Bitch: After Spider-Man saves Felicia and her mother Anastasia from Doctor Octopus, Anastasia just tells Spider-Man that they don’t want his help.
