Electro: Show yourself you wallcrawling—
Spider-Man: Now now, watch the mouth, thewe awe chiwdwen pwesent.
Spider-Man: *sigh* I buwned mah tongue, okay?
As Christmas Eve approaches, Spider-Man cases the Big Sky billiard hall, a hangout for street thugs, looking for intel on where the equipment Mysterio stole vanished to. Interrogating a bookie named Blackie Gaxton, Spider-Man learns Mysterio was fronting for a new crime lord who's been hiring everyone from two-bit thugs to construction workers. Spider-Man catches sight of a man in an eyepatch - aptly named Patch - escaping and corners him. Patch informs him that Mysterio's boss is called the "Master Planner", and Phineas Mason, watching from a hidden camera, informs the Master Planner that Spider-Man is closing in. The Master Planner instructs him to round up the "usual suspects" - Rhino, Kraven, Doctor Octopus, Sandman, Mysterio, Electro, and Vulture. In Ryker's Island Penitentiary, a prisoner inspection reveals Adrian Toomes to be a hologram and Quentin Beck to be an android. As the prison is sent into lockdown, the guards discovered Sandman and Rhino have escaped as well. At the Ravencroft Asylum, Otto Octavius and Maxwell Dillon are attending a group therapy session when Kraven breaks in to free them. Electro coldly denounces Octavius, who has reverted back to his original meek, mild personality
and leaves with Kraven.
At the skating rink at Rockefeller Plaza, Peter and Liz flirt while Gwen watches forlornly. Flash attempts to skate with his broken leg, prompting Liz to rush to his side, and when Peter attempts to regain her attention she rebukes him. At the Master Planner's base, Mason introduces Kraven and Mysterio to the other members, and the Master Planner, appearing as a silhouette on a TV screen, announces his intent to inaugurate a new age - that of the super-villain - by killing Spider-Man. Back at the skating rink, Gwen finally confronts Peter, telling him that she's gotten tired of waiting for a response from him and that if he wants to go after Liz she won't be his "second choice". Mary Jane chides Peter for his indecision, telling him he has to make a choice and focus on what he wants. Peter's discussion with Mary Jane is interrupted by the arrival of Electro and Vulture, and - despite having burnt his tongue on hot chocolate - Peter changes into his Spider-Man costume to confront them. Taking MJ's words to heart, Spider-Man manages to pin Vulture beneath the giant Christmas tree and seal Electro in molten rubber, but is ambushed by Sandman and Rhino. Spider-Man lures them to the docks, using a fire hydrant to turn Sandman into mud and goading Rhino into jumping onto the frozen ocean- his weight shattering the ice and causing him to sink. The water saturating Sandman freezes him solid, with a little help from Spider-Man and a tree full of snow, and Spider-Man spots Shocker and Doctor Octopus on the roof of a nearby skyscraper. He attacks them, only to discover they are one of Mysterio's illusions and is ambushed by Kraven. During their fight, Spider-Man, Mysterio, and Kraven trash Macy's, with Mysterio accidentally taking out Kraven with an exploding android.
Spider-Man interrogates Beck, who refuses to reveal anything, and the police arrive to arrest him. Back at the rink, Peter arrives and is berated by Gwen, who thought he had been crushed by the tree. Peter begins to apologize to Gwen, only to be interrupted by the police discovering that the Vulture has vanished, along with Electro, Sandman, and Kraven. At the Master Planner's base, Mason informs him that the extractions are "nearly" complete, as at Ravencroft Otto is dragged away screaming by his own disembodied tentacles. At home, Peter and Aunt May unwrap a picture of Uncle Ben, and reminisce about him.
This episode provides examples of:
- Actually a Doombot: The Quentin Beck in prison is revealed to be an android during the prison break.
- Batman Gambit: Spider-Man exploits Vulture's, Electro's, Sandman's, and Rhino's personalities and weaknesses to defeat them. The Master Planner also exploits his behaviour and flaws to lure him into an ambush.
- Christmas Episode: Takes place on Christmas Eve, making it An Ass Kicking Christmas.
- Conspicuous CGI: The Christmas tree, especially when it collapses.
- Early-Bird Cameo: Cletus Kasady appears during the group therapy session at Ravencroft, setting up his transformation into Carnage.
- Heel-Face Turn: Otto Octavius has seemingly reverted back to his original personality.
- Sinister Surveillance: The Tinkerer has set up cameras all over New York.
- Small Annoying Creature: Mysterio's imps, now available in quip flavours such as "Rematch! Rematch!", "Call my lawyer!", and "No Christmas spirit!"
- Speech Impediment: Spidah-Mah burth hith tongue an hath to talk like dith until ith health.Translation
- Villain Team-Up: The Sinister Six regroup, with a few reshufflings of the roster.