After drinking Dr. Crawford's serum and growing four extra arms, Spider-Man continues to search for Morbius, who everyone believes he kidnapped. However, his efforts are hindered by a ruthless vigilante who calls himself the Punisher, intending to bring Spider-Man in.
This episode provides examples of:
- Be Careful What You Wish For: While pursuing Spidey through the warehouse, the Punisher suggests he just come out now so they can get this over with. Man-Spider obliges.
- Body Horror: Peter's reaction to Dr. Crawford's serum accelerates, turning him from a human with four extra arms into a gigantic spider-shaped monstrosity that has little resemblance to anything human. It affects his mind as well.
- Break the Badass: The Punisher, upon seeing what Spider-Man has turned into. All he can do is back away in shock.
- Continuity Nod: In phone call with Mary-Jane, she mentions how she and Peter went to Coney Island together on a date.
- Deadpan Snarker: The mutation has not put a damper on Spider-Man's sense of humor.Mariah: I need a blood sample.
Spider-Man: Pick an arm. Any arm. - The Dreaded: The Punisher. After gathering information on the Punisher, Robbie mentions to Jameson how he is wanted by the FBI and the CIA for the disappearance of numerous crime figures.
- Establishing Character Moment: The Punisher first appears blowing up a hole in the wall and proceeding to take down a gang of kidnappers. When the last of them surrenders, Frank says that there are no prisoners in this war. The arrival of police forces him to retreat, but he takes time to cut the hostage free. This shows while the Punisher is still ruthless, he is a good man deep down.
- Flashback: During one of his times convulsions, Spider-Man considers getting back to Dr. Crawford's lab, but he recalls the night Uncle Ben was killed as why he can't put himself ahead of others.
- Foreshadowing: Peter having to avoid Mary Jane sets the stage for their break-up in a few episodes.
- Hero with Bad Publicity: With no one else seeing Morbius in action, Spider-Man gets the blame for Michael's disappearance and for people being drained of blood. It gets both the cops and the Punisher on his trail.
- Honor Before Reason: While he is in pain from his mutation accelerating, Spider-Man considers returning to Dr. Crawford for help rather than continue to search for Morbius. He reconsiders because he believes how putting himself first caused the death of Uncle Ben, despite he would probably be able to not risk him turning a monster while looking for Morbius.
- Nice Job Breaking It, Hero: After Spider-Man finds Morbius tries to take him to get help, he pushes the latter into his version of Neogenic Recombinator, which he was going to use to cure himself.
- Oh, Crap!: Mariah in response to seeing Spider-Man's extra arms.
- O.O.C. Is Serious Business: In an interview because she believes that Spider-Man kidnapped Michael, Felica says that she hates Spider-Man.
- Painful Transformation: After crashing in the warehouse, Spider-Man starts convulsing again. This time, his entire body mutates into a spider monstrosity.
- Pet the Dog: Despite showing no mercy towards her kidnappers, when the police arrive the Punisher frees the hostage.
- Unholy Matrimony: Two of the kidnappers in the Punisher's Establishing Character Moment. The leader of the kidnappers proposes to the female member of his gang after the husband of the woman they’re holding hostage pays them the ransom.
- To Be Continued: The episode ends with Spider-Man turning into a giant spider monster and the Punisher facing said monster.
- Transformation Discretion Shot: In this episode, Spider-Man's growing spider mutation kicks in at a bad time while he's trying to get away from the Punisher. Eventually he ends up in a warehouse and the transformation begins to ensue to which we see his hands ripping through his costume as they turn to claws. We only see him from his back afterwards as he grows bigger, his arms change colors and he rips through his face mask. By the time Punisher has found Spider-Man, he finds himself face to face with him, who is now turned into a Man-Spider.
