- Up and down, up and down! I will lead them up and down! I am feared in field and town! Goblin, lead them up and down...Green Goblin
Norman Osborn has invited Captain Stacy and J. Jonah Jameson to The Vault, a new wing of Ryker's Island Prison designed to contain the most dangerous of super-villains. To prove it as inescapable, Osborn has "arrested" Spider-Man as a special guest to test his boast. Meanwhile, Black Cat is arriving in disguise to do something she never thought she had to do: break INTO a prison.
At M3, the school play of A Midsummer Night's Dream is getting ready to begin. The cast is nervous and the director is panicked. To top it off, Harry Osborn has gone missing, and Gwen Stacy has not seen him all day. Liz Allan is also concerned for Peter, as she wants him to sit with her parents in place of her brother Mark. When the director announces his plan to play Harry's role of Puck himself, Glory Grant instead suggests Hobie Brown, who knows the role perfectly.
Back in The Vault, Black Cat begins her infiltration while Jameson is gleefully teasing Spider-Man over his imprisonment and Osborn excuses himself to attend to personal matters. Spidey suddenly blinds the camera with webs, which triggers knockout gas in his cell. When the guards arrive, they see nothing but webbing inside the cell, but no Spidey. Poking a mound of webbing, the guards are dosed with the gas that it had been blocking off, giving Spidey his escape route. The security staff immediately goes into lockdown procedures, but nothing responds and all the doors are sealed shut on the guards. High above Ryker's, Green Goblin watches the chaos as he hacks into the prison's systems.
Escaping The Vault, Spidey arrives in the main prison wing of Ryker's, where all the crooks, thugs, and hoods he put away stew in their cells. Among them are his old "pals" the Enforcers, Silvermane, and Quentin Beck. Suddenly, the cell doors fly open and allows said crooks, thugs, and hoods to gang up on the wall-crawler, just as the curtain rises at M3.
Spider-Man does his best to survive the thugs, including Quentin when he turns into Mysterio ("I KNEW he was a 'bot!" Spidey exclaims). Suddenly, Black Cat appears and distracts the criminals long enough for Spidey to catch his breath. The pair slip into one of the cells to evade the mob, a cell which is also occupied by a single tenant...
The school play is now in full swing at M3, and Hobie has now taken the stage as Puck. As he recites his lines, the Goblin releases Rhino and Mark Allan (the latter whom he reactivates as Molten Man) to increase the odds against Spidey. Back in the cell, Black Cat introduces Spidey to its occupant Walter Hardy, the original Cat Burglar and her father. Spidey is quietly driven to shock upon seeing Walter, as he was the criminal who killed his Uncle Ben that fateful night at the arena.
The trio make good on their escape through the vents just as Rhino arrives to tear down their hiding spot. Black Cat explains that she wants to break Walter out, but Spidey will have none of it and Walter is left feeling uncomfortable. That feeling becomes mutual when Molten Man sends fire through the vents. Meanwhile, Flash is up on stage. Though his acting skills are weak, being with Sha Shan makes it worthwhile for him.
Spidey, Black Cat, and Walter escape into The Vault's gas-storage chamber. Black Cat explains that the criminals can be stopped if someone is willing to stay behind and turn the gas-vents on manually. Naturally, she goads Spidey into being that someone, and so he heads back to lure the villains into the chamber. Along the way, he removes the Mysterio robot from the field by luring Molten Man into blasting it. Once all are gathered in the chamber, the gas is turned on by Walter, allowing Spidey and Black Cat to escape while he and the other prisoners are left trapped.
As Black Cat leaves in anger, her thoughts flash back to mere moments before. Walter explains to her and Spidey that as the Cat Burglar, he had never hurt anybody, but started carrying a gun for protection as his physical skills faded with age. Having regretted killing Ben Parker every day since it happened, Walter chooses to stay behind and atone. Rather than accept her father's fate, Black Cat instead blames Spider-Man and swears that she'll never forgive him.
She is not the only one angry, as the Green Goblin is now fed up with Spider-Man's continued survival and attacks him directly. Immediately, Spidey's thoughts turn to the terrifying fear that Harry Osborn is back on the Globulin Green and seeking revenge as his alter-ego. As order is restored to Ryker's, the scene fades once more to M3 where Hobie, as Puck, delivers the final scene to a standing ovation.
This episode provides examples of:
- The Atoner: Walter Hardy, for killing Ben Parker.
- Batman Gambit: Spidey goads Molten Man into firing a lava ball so he can get rid of the Mysterio robot.
- Berserk Button: Black Cat inadvertently hits one of Peter's when she pushes him to "look the other way for Walter" as repayment for her helping him out.Spider-Man: Do you have ANY idea what happened the last time I looked the other way for Walter?
- Conspiracy Theorist: In the end, an enraged Jonah accuses Spider-Man and the inmates of being in it together.George: Oh, to what end?
Jonah: TO RAISE MY BLOOD PRESSURE!
- It's Personal: Spider-Man towards Walter for obvious reasons.Black Cat: Gee, Dad, what'd you do to this guy?
- Mythology Gag: Montana manages to make a lasso (his favored weapon from the comics) out of bedsheets.
- Non Sequitur: Mysterio's mecha-homunculi are quite the irrelevant chatterboxes - including one whose final words before Spidey smashes it are literally "Non-sequitur, non-sequitur!"
- Oh, Crap!: "That face. Black Cat's father murdered Uncle Ben!"
- Orcus on His Throne: The Green Goblin again conspires to have others do his dirty work, but it reaches a breaking point here.Goblin: An entire penitentiary full of spider-haters and still he escapes! Well, fine. Gobby's done using surrogate squashers... and rhyme schemes.
- OOC Is Serious Business: In her last confrontation with Spider-Man, Black Cat typically retained her calm, flirtatious nature with him. When her dad chooses to remain in prison, she wordlessly steps in to help Spidey fight off the Goblin, then tearfully and angrily blames him for this and states that she will never forgive him.
- Likewise, Spidey immediately drops the flirty banter once Black Cat tries to convince him to let her break Walter out of prison, to her surprise.
- Reformed, but Rejected: Walter Hardy is deeply remorseful for killing Ben Parker, and refuses to allow his daughter to break him out of prison, staying behind to release the tranq gas on the villains. Peter makes it very clear that this doesn't change anything in his eyes and he does not forgive him.
- Revenge Before Reason: Released from his cell, Rhino immediately tries to go after Spider-Man instead of finding a way out of the prison.
- Rhymes on a Dime: Green Goblin goes through almost the whole episode speaking in rhyming verse and even paraphrasing A Midsummer Night's Dream, especially since his supposed alter-ego of Harry Osborn was supposed to be Puck in the play.
- Shout-Out: Weisman wrote the episode and does a shout-out to himself. Jonah loves the homunculi and thinks they should get their own show.
- Shout-Out to Shakespeare: But of course. The events of the episode are woven around passages from the play. Funnily enough, the text is edited so that any occurrence of the word "hobgoblin" in relation to Puck is changed to simply "goblin." Fittingly, Puck resembles the Green Goblin, while Titania's attendant Cobweb is modeled after Spider-Man.
- Suddenly Voiced: The subplot pays off the running gag of Hobie Brown never getting a word in edgewise.
- Villain Ball: Defied. The Enforcers have no problem working with their boss's biggest rival in order to take down Spider-Man.
- Villain Team-Up: Silvermane, the Enforcers, Rhino, Molten Man, and a Mysterio robot.
- Wham Shot: Black Cat pulling her father out of the shadows, allowing Spidey to see his face.