The Doomsday weapon is revealed is to be able to give a person to the power to control energy, which the Red Skull uses on his son to turn him into a powerful villain known as Electro, who then turns on his father and decides to archive world domination for himself, and it's up to Spider-Man, Captain America, and the American Six to stop Electro.
After Electro leaves with the Red Skull's robots, whom he reenergized as his loyal troops, NYPD and FDNY arrive at the bunker, where while the Six American Warriors present their badges to the first responders to show they are federal operatives, Spider-Man helps the wounded Kingpin into an ambulance, where Fisk is taken into custody while being treated for his injuries, while Doctor Octopus and the other members of the Insidious Six take their leave to return to their old criminal lives. After Kingpin is taken away, Spider-Man and Captain America convince Silver Sable and the Wild Pack to return home and leave fighting Electro to them.
In the meantime, Electro captures several J3 TV cameras to broadcast his ultimatum to the public, before heading to the United Nations Headquarters to force the United Nations General Assembly (UNGA) to surrender their countries to his rule. After Mary Jane was wounded by an attack from Electro earlier, Spider-Man is convinced by Captain America to return to the Doomsday Bunker to find the Red Skull's means to keep Electro under control if he decided to go rogue on him, while Miss America and the other American Warriors head to the UN to protect the ambassadors.
Shortly after the American Warriors engage the robots that Electro left outside to guard the UN, with Miss America arming herself with the flagpole flying the Stars and Stripes, they are caught by surprise when the S.H.I.E.L.D. headquarters itself arrives from its usual hiding spot in the sky to aid in trying to stop Electro, causing them to realize that the POTUS must be taking Electro's threat seriously enough to send in Colonel Nick Fury and his forces to protect the UN.
Fury orders Electro to surrender, but Electro chooses to engage the S.H.I.E.L.D. forces, easily taking down their fighters with little trouble, though the pilots manage to bail out safely. Running out of options, Fury has Agent One use the mothership's weapons on Electro, but they also have no effect before Electro drains the ship of its power. With their headquarters powerless and falling out of the sky, Fury orders Agent One and the rest of the everyone aboard to abandon ship, while he stays aboard to activate the ship's parachutes before bailing out himself. Though he's grateful to be alive, Fury doesn't feel much pride in it as Electro took down all of S.H.I.E.L.D. with just a gesture, and can only ask God for a miracle now as the mothership splashes into the Atlantic and explodes spectacularly, while Electro turns his attention back to the UNGA and shows them the price for their refusal to submit.
Meanwhile, Captain America and Spider-Man fight the Red Skull and Chameleon back in the Doomsday Bunker, but while Spider-Man subdues Chameleon, Captain America forces himself and Red Skull back into the vortex, trapping them once more, to protect the world from the evil Nazi supervillain.
Miss America and the other American Warriors take down the robots, while remembering what he was told, and figuring the vortex was the Red Skull's ace in the hole to control Electro, Spider-Man is able to use it to lure Electro back to the bunker, before tempting him to prove that not even the vortex could ignore being manipulated by Electro's powers. Once he gets Electro to use his powers on the vortex's beams, Spider-Man sabotages the controls, resulting in the vortex damaging its generator further, and then grabbing Electro, using his powers to sustain it instead, much to Electro's horror. Spider-Man then further damages the vortex generator to ensure Electro is trapped forever inside it with Captain America and Red Skull, and shuts it off, ensuring neither supervillain, or Captain America, can ever return.
Spider-Man then breaks the bad news to Miss America and the other American Warriors of Captain's sacrifice, and to ensure no one ever uses the dreaded Doomsday Bunker again, the warriors have it destroyed once and for all to ensure the end of the Red Skull and his Nazi legacy before taking their leave to return to their normal lives.
Spider-Man then goes to check on Mary Jane in the hospital to see how she's recovering from Electro's attack, grateful both of them are alive and the world is safe once more.
This episode provides examples of:
- Adaptational Badass: Technically, zigzagged. In the comics, Electro is actually a huge powerhouse... but he's so psychologically screwed up that he continuously thwarts himself, which has even been lampshaded in the comics. This version of Electro has all of the power and none of the psychological hang-ups. He brings down all of S.H.I.E.L.D. with a gesture, and is too powerful for Spider-Man to confront directly. It probably helped that the cartoon version was literally a different person from the comics incarnation.
- Adaptation Name Change: Electro's name is Max Dillon in the comics. Here in the cartoon, he is named Rheinholt Kragov.
- Adaptational Late Appearance: Electro in the comics was notably one of the first villains Spider-Man faced, while this incarnation doesn't show up until the fifth season.
- Ax-Crazy: Electro. Given the man wanted to bring back the Red Skull and conquer the world with him, this goes without saying. Post-powerup it becomes even more prominent, as he realizes his immense powers means that global conquest as a solo project is now within his grasp.
- Beware the Silly Ones: While Electro's costume may look ridiculous, he proves himself to be a dangerous threat to the world.
- Bittersweet Ending: Electro is stopped and imprisoned in the vortex after Spider-Man is able to trick him, alongside his father and Captain America, and the American Six and Spider-Man destroy the complex for Project: Doomsday, keeping the Red Skull and Electro from escaping, but trapping Captain America alongside them for good.
- Bullying a Dragon: The Kingpin attempts to challenge Electro with his brute strength. It does not go well for the crime boss.
- Canon Character All Along: While in the comics the Red Skull had no son, so it appears Rheinholdt was simply created for the show, then it turns out he's the cartoon's incarnation of Electro.
- Chekhov's Gun: The Vortex that was built in the complex of Project Doomsday was built by the Red Skull to keep Electro's powers in check in case the latter decided to betray him.
- Composite Character: While Electro's costume comes from Max Dillon, his origin as a Russian agent who was in an experiment to battle Captain America is influenced by the second Electro, named Ivan Kronov. He also has much of the character of Albert Malik, by being a Russian agent masquerading as the real Red Skull and has involvement with the cover-up of what happened to Peter's parents, though he wasn't directly responsible for their deaths like Malik was.
- Crazy-Prepared: The Red Skull had the vortex built as a safety measure in case Electro turned on him.
- "Eureka!" Moment: When Captain America mentions how the Red Skull would never allow someone to be more powerful than him during the time he spent with in the vortex, Spider-Man than realizes the vortex was created to inhibit Electro's powers.
- Foreshadowing: Mary Jane is able to survive and recover a blast from Electro, despite being a normal person with no powers. This is the first of her true nature in the next two episodes.
- Heroic Sacrifice: Captain America once again chooses to sacrifice himself to the world by being trapped in the vortex alongside the Red Skull. But this time his sacrifice is for good as Spider-Man and the American Six destroy the complex of Project Doomsday.
- History Repeats: Captain America and the Red Skull once again end up trapped in the vortex, only this time Electro is trapped alongside them and the American Six and Spider-Man destroy the complex to keep the Red Skull and his son trapped, even though it means sacrificing Captain America.
- O.O.C. Is Serious Business: When Electro attacks the United Nations, to show how serious the President is taking Electro as a threat S.H.I.E.L.D. reveals its existence and has its headquarters appear in plain sight at the U.N. to demand Electro's surrender.
- Screw This, I'm Outta Here: After Electro demonstrates how powerful he is, the remaining five members of the Insidious Six decide to leave, not wanting to deal with Electro and feeling that working with the Kingpin is too much trouble.
- The Starscream: Electro ultimately betrays his father when he grows sick of his arrogant cruelty and realizes that his father was willing to use the empowering machine on him despite knowing it could have killed Rheinholdt.
- Underestimating Badassery: The Kingpin is disappointed when he discovers that the Doomsday Weapon is Electro, a solider that can control and harness energy, as he sees Electro as another fool in a costume. Electro proves the Kingpin wrong when he demonstrates just how powerful he truly is.
- Undying Loyalty: The Chameleon to the Red Skull. While Electro betrays his father after getting his powers and decides to Take Over the World himself, the Chameleon remains completely loyal to his adoptive father and stays by his side.
- Whatever Happened to the Mouse?: It is unknown what became of the Kingpin after he was taken into an ambulance after being shocked by Electro.
- The fate of Felicia's father, John Hardesky, who allowed himself to be taken back into S.H.I.E.L.D. custody to protect his knowledge of the super solider formula that made Captain America who he is, when Electro destroys S.H.I.E.L.D. headquarters is never revealed.
