Now aware of the Kingpin's identity, Spider-Man is determined to take the crime lord down, but becomes distracted when he learns that Mary-Jane is now engaged to Harry. Meanwhile Alistair Smythe is turned into a cyborg by the Kingpin, who is seeking revenge on Spider-Man for his son's imprisonment, after the former attempts to betray the latter. However, Spider-Man soon discovers a secret that could end Smythe's alliance with the Kingpin.
This episode provides examples of:
- Armor-Piercing Question: Mary Jane says she is will Harry because he's reliable and always gives her attention. Peter's question causes her to abruptly walk away.Peter: But do you love him?
- Armor-Piercing Response: As Alistair puts on the squeeze, Spider-Man manages to get him to stand down.Spider-Man: Alistair, don't! I can help you find your father!
- Big "NO!": Alistair Smythe shouts “NO” when the Kingpin declares he is going to cut his loses for the failure of the Spider Slayer robots and for causing the imprisonment of his son and Spider-Man to learn of the Kingpin’s existence.
- Big "WHAT?!": Norman's reaction to Kingpin revealing that Spencer is still alive.
- Bring It: After the truth is out, Kingpin makes this demand towards Alistair. It goes pretty badly for him.
- Can't Kill You, Still Need You: Kingpin found Spencer survived the explosion at the factory. He put the elder Smythe in stasis, as doing in a genius (even one unwilling to work for him) would be a waste of a possible resource.
- Chekhov's Classroom: After saving him from the first bout, Madame Web tells Spider-Man he can only win by figuring out why Alistair is his enemy, not by focusing on how to overcome a strong opponent.
- Cybernetics Eat Your Soul: As a result of Landon's experiment, Alistair is far colder and more robotic. The programming is meant to suppress his true personality and make him docile. He starts reverting to his old self, after Spider-Man tells him the truth about his father.
- The End... Or Is It?: The last scene shows Alistair holed up in the sewer with the chamber containing his father.Alistair: Soon, you will awake, Father. And then, for all the crimes committed against us, you and I shall wreak a terrible revenge!
- "Eureka!" Moment: Spider-Man when he realizes what Madame Web meant by figuring out Alistair's motivations.
- Freudian Excuse: When talking about rushing into marrying Harry, Mary Jane alludes to her Disappeared Dad when saying men have otherwise disappointed her throughout her life.
- The Guards Must Be Crazy: Averted. As Spider-Man listens in on Kingpin and Norman's conversation, a mook notices him sticking to the ceiling and opens fire.
- I Want My Beloved to Be Happy: Downplayed. Peter's not going to try to break up his best friend and ex-girlfriend's engagement, but he still admits to Mary Jane when asked that he's not happy about this.
- Internal Reveal: Spider-Man discovers how the Kingpin deceived Alistair Smythe into believing he was responsible for Spencer Smythe's supposed death.
- Nice Job Fixing It, Villain: The Kingpin revealing to Norman Osborn that Spencer Smythe is alive and being kept in cytogenetic suspension five floors down in Crime Central, which Spider-Man overhears is what allows Alistair to rebel against his programming and defy the Kingpin after Spider-Man reveals this to him.
- Pet the Dog: When Smythe attempts to exact revenge on Norman Osborne, as he believes Osborne is responsible for the disappearance of his father, the Kingpin stops Smythe from doing so, as Norman is still valuable to him, even apologising to Norman for it.
- Properly Paranoid: In the beginning of the episode, Smythe rightfully begins to suspect the Kingpin is going to betray him for inadvertently causing Richard Fisk's imprisonment and Spider-Man to learn his identity, so he attempts to betray the Kingpin first by helping Spider-Man get the information to expose the Kingpin. Unfortunately for Smythe, the Kingpin discovers this leading his transformation.
- Rage Breaking Point: Remembering the last time he saw his father, Alistair overrides his programming, breaks out of his chamber, and goes looking for Norman.
- Restraining Bolt: Landon included a fail-safe to keep Alistair from using his new and improved body to attack him or the Kingpin. It proves less effective than anticipated, after Alistair learns the truth about his father.
- The Reveal: Spencer Smythe actually survived the explosion of Osborne's laboratory, but was found and put in cryogenic suspension by the Kingpin, knowing Spencer would be unwilling to work for him.
- Shipper on Deck: Even in the face of Mary Jane and Harry's engagement, Aunt May still holds out hope for MJ to end up with Peter instead.
- Single Tear: Alistair, after remembering the last time he saw his father.
- Skewed Priorities: Madame Web tells Spider-Man to stop getting distracted from his relationship drama and focus on his real tasks. He concedes she's got a point about him being needlessly distracted.
- Wham Episode: Alistair Smythe is turned into a cyborg by the Kingpin and Herbert Landon, but ends his alliance with the Kingpin when he discovers that the latter not only lied about his father's death, but has been hiding said father from him in suspended animation, while Landon becomes the Kingpin's new right-hand man.
- Wham Line: The Kingpin revealing to Osborn that Spencer Smythe is not only alive, but he has him in cryogenic suspension in the basement of Crime Central.
- You Have Failed Me: The Kingpin calls Alistair out for his incompetence, such as the ineffectiveness of the Spider Slayers and causing his son to get arrested.
