Episode #102, "Keeping Secrets"
Original Episode Airdate – July 18th, 2003
Spider-Man catches The Talon, a female thief responsible for a series of high-risk robberies in the city, in the act of robbing a high-rise apartment. While The Talon gets the best of Spider-Man and escapes, Spider-Man sees her face without her masking goggles. Meanwhile Harry Osborn, best friend and roommate of Peter Parker, has been keeping to himself for the past few weeks and Peter Parker and Mary-Jane Watson are concerned. Concern turns to excitement when Harry reveals he's been seeing someone he really likes, and wants to introduce her to Peter and MJ over dinner. When Harry's new girlfriend Cheyenne Tate arrives she turns out to be the Talon but only Peter is aware! Fearing Cheyenne will ultimately hurt his friend Harry, Peter -- as Spider-Man -- tries to convince The Talon to change her ways. Ultimately, a confrontation takes place between The Talon, Spider-Man and the police. The Talon is freaked out when Spider-Man calls out her real name during the melee and she panics and disappears into the night. Later, Cheyenne calls a perplexed Harry to tell him she's leaving town, maybe for good and she can't explain why. 

Episode #103, "Spider-Man Dis-Abled"
Original Episode Airdate – August 8th, 2003
Peter Parker is covering a press conference where the Mayor of New York City and Tremaine, a visiting Euro-dignitary, are addressing the public. As they leave the event their limousine is shot with a dart bomb and Spider-Man comes to the rescue. Peter's friend and potential romantic interest Indira Daimonji, an intern at news channel Empire-1 helps him sell his footage of the press conference and ensuing car commotion. Then Peter and Harry's apartment is ransacked and the conclusion is that the robbers were after the videotape shot during the Mayor's speech. A digital enhancement of the tape reveals a woman shooting the dart-bomb! Indy discovers the woman on the tape is Silver Sable, an Eastern European assassin for hire. The unique thing about this assassin is that she only kills criminals so Peter can't figure out why she's going after the Mayor. Spider-Man moves out to thwart Silver Sable's plans which leads to a dramatic showdown on top of a moving limo carrying Tremaine and the Mayor inside. During this fight Silver Sable reveals a secret about Tremaine's real identity that sends Spider-Man reeling. 

Episode#104, "Tight Squeeze"
Original Episode Airdate – July 25th, 2003
A boardroom meeting is interrupted by Pterodax, a trio of former KGB agents, led by Sergei who blast through an outside window to gain entry into the building. Pterodax are a well-outfitted organization who use sonic blasters, fluoroscopic vision and are encased in heavy body armor. Additionally, the trio sport jetpacks that enable them to fly. Over at Empire State University, it's a harmless afternoon where Harry Osborn, Mary-Jane Watson and Peter Parker take turns peering through a pair of Harry's binoculars. When it's his turn, Peter spots Pterodax invading the meeting and hurries off to the rescue as Spider-Man. Pterodax are moments away from detonating a safe in the room in order to steal its contents - "prototype hyper-diamonds" when Spider-Man shows up. He defeats them, then as Peter it's off to news channel Empire-1 to sell a Spider-Man news video. At the station, Peter is introduced to Indira Daimonji, a beautiful television intern who aids him in getting his footage aired. Unfortunately, it also lands the both of them as one of many hostages when Pterodax commandeers the newsroom. Pterodax's demands are simple, they want Sr-Man or they will start eliminating hostages! As soon as the moment presents itself PETER escapes into the shadows to re-emerge as Spider-Man. However, Pterodax has set a trap for Spider-Man and know one knows that they plan on being the only ones getting out of the station alive. 

Episode #105, "Royal Scam"
Original Episode Airdate – August 15th, 2003
Spider-Man is duped by the infamous Kingpin into stealing the TX-1 super-chip, designed to de-crypt the confidential satellite transmissions that drive the world's financial markets. Disguised as federal agents, Kingpin's henchmen convince Spider-Man that he should steal the chip from the "mob" and return it to them, the FBI. In return for doing his country this service, he is promised that the bureau will let it be known that Spider-Man helped them out, an endorsement greatly needed in order to improve his rock bottom public image. Of course this patriotism takes its toll on Peter's social commitments. Mary-Jane Watson has a three-night acting showcase that Peter has promised to attend. He misses the first night when Spider-Man learns he was tricked into stealing the chip and must track down Kingpin; on the second night Peter is temporarily abducted by real FBI agents. The third night culminates with a climactic action sequence where Spider-Man outmaneuvers Kingpin for the chip so that he can return it to the real FBI. The real question however is whether Peter will have enough time to make it to MJ's last performance. 

Episode #106, "Heroes and Villains"
Original Episode Airdate – July 11th, 2003
Adjacent to Empire State University, The Villeroy Towers, an urban high-rise tenement, is slated for destruction and the tenants have allied with ESU's student body in protest. The Villeroy Towers residents are at a disadvantage in this fight to save their home until an anonymous donor endows them with one million dollars. This generosity comes shortly after the theft of a pricey gem from the Metropolitan Museum. Spider-Man discovers the guilty party is a modern day Robin Hood named Turbo Jet armed with a homemade propulsion system who steals from the wealthy and gives to the poor. Still, stealing is stealing and Spider-Man and Turbo Jet go head to head. Making matters worse, Oscorp is the company behind the Villeroy's demolition - all in the name of progress - forcing Harry Osborn right in the center of this controversy. When Turbo Jet takes Mary-Jane Watson hostage during a rally, Spider-Man sets out to prove that Turbo Jet's good intentions are highly flawed. 

Episode #107, "Head Over Heels"
Original Episode Airdate – July 25th, 2003
It's a world of balance for Peter Parker and his web-slinging alter ego Spider-Man and makes more sacrifices than most. This morning is no different as he juggles his academics, a floundering social life and one heroic rescue after the next. What Peter can't save is his unfortunate pairing with Christina - his new Psychology lab partner - a gifted yet quirky scientific type who is also fanatical in her devotion to Spider-Man. She convinces Peter that she has the perfect invention to help them score a high grade in class, an ESP crown, that she wants to demonstrate by reading Peter's mind. While she's wearing it, the crown malfunctions jolting her brain with electricity. The voltage alters Christina's reality and suddenly Spider-Man - well - a 2-D version of the wall-crawler is advising her on how to get close to the real Spider-Man. Soon, Christina is no longer able to distinguish fantasy from reality and has deadly designs on Mary-Jane Watson who she views as her major competition for Spider-Man's affection. 

Episode #108, "Law of the Jungle"
Original Episode Airdate – July 18th 2003
Peter Parker earns much needed cash by working at the lab for his professor, Doc Connors, a world class scientist. Doc Connors is studying reptilian DNA for its regenerative powers. This is extremely important to Doc Connors because he lost an arm in an industrial accident at Oscorp years before. Meanwhile, as the year anniversary of the death of Norman Osborn approaches, Harry Osborn reluctantly asks Peter and Mary-Jane Watson for help sorting through his father's personal effects. Back at the lab, Doc Connors secretively injects himself with reptilian DNA that not only stimulates his arm stump to grow again but also has the undesired effect of slowly changing Doc Connors into an angry, vengeful Lizard. As the serum effects the Doc's brain, he begins seeking revenge on those who have harmed him and next on his list is Harry unless Spider-Man is able to stop his beloved professor in time. 

Episode #109, "When Sparks Fly"
Original Episode Airdate – August 1st, 2003
Two teenage boys goof off in an abandoned power plant and stumble into a weakened Electro. Electro has been hiding in the plant plotting his electrifying comeback and only Spider-Man's timely arrival saves the two teens from becoming toast. Over at Empire State University in Professor Williams' Chemistry class Sally is unnerved when her computer sends her a message completely on its own. Later, while she is studying in her room an eerie vision of Electro appears on her TV screen. Sally was at the fraternity party the night that Max was turned into Electro. It seems that Electro has come back to claim Sally because he loves her and wants them to be together. Electro plans to zap Sally into an electrical being like himself so that they can become a couple. Spider-Man must come to find a way to save Sally from the fate that Electro has in store for her and must rely on a little help from Harry Osborn and Mary-Jane Watson to stop an unnatural coupling. 

Episode #110, "Flash Memory"
Original Episode Airdate – August 29th, 2003
Remedial twins, Jack and Mack rob an armored car then throttle up their motorcycles for a clean getaway until Spider-Man intervenes. However Spider-Man is surprised at how smart Jack and Mack were in plotting the robbery. At the Empire State University campus Flash Thompson flaunts the fact to Mary-Jane Watson that he doesn't have to study anymore because he has landed himself a tutor. What a surprise when Flash learns that his tutor is actually Dr. Zellner who is actively testing his new "smart drug" - the first subjects being Jack and Mack - with substantially impaired IQs. Flash's fame evolves from athleticism to intellectualism as he charms members of the female student body with his wit and knowledge of everything from American Literature to a bilingual recitation of Shakespeare. However, soon it becomes obvious that there are physical side effects of this smart serum. DR. Zellner is stumped as to why this is occurring and decides that he find an antidote via a more intelligent candidate…Peter Parker! Jack and Mack continue to have Dr. Zellner pump them full of the "smart drug" in an effort to pull off more elaborate crimes that only Spider-Man stop along with rescuing Flash from Dr. Zellner. 

Episode #111, "Sword of Shikata"
Original Episode Airdate – July 11th, 2003
Richard Damien, a wealthy businessman / avid collector hires Shikata, master martial artist / swordswoman, to capture Spider-Man for his collection of rare animals. Shikata and Spider-Man soon have their first head-to-head fight and Shikata decides that he is too noble a foe to simply capture - they must fight to the death. Shikata informs Richard Damien that they no longer have a deal and that instead she plans to lure Spider-Man into the fight of his life. Richard is not a fan of this alternative strategy and sends his thugs to kill Shikata. Unfortunately, it is the goons who find themselves victims of Shikata instead. Afterwards, Shikata hunts down Spider-Man and informs him that they must fight until one of them is dead. Soon the pair is engaged in an all out brawl on the streets. Things begin to look grim for Spider-Man until Mary-Jane Watson arrives on the scene with a bit of information that may help Spider-Man vanquish Shikata without compromising his integrity. 

Episode #112, "Mind Games, Part One"
Original Episode Airdate – September 5th, 2003
The Gaines Twins, Roxanne and Roland, a brother and sister pair with uncanny mental powers, being transported in an armored convoy when a well planned traffic accident allows them to escape. Well, almost. That is until Spider-Man appears on the scene and battles the twins' mental abilities and overcomes their brain-blasts with his own superhuman willpower. Later that afternoon Peter Parker learns that Pterodax, the crime trio comprised of former KGB agents led by Sergei, has just sprung Silver Sable from prison. Spider-Man's enemies seem to be popping up all over! Silver Sable allies with Kraven the Hunter who has recently escaped from jail as well in order to seek out revenge on Spider-Man. Spider-Man runs into Mary-Jane Watson and delivers some surprising news. Meanwhile, Kraven has murder on his mind and if he can't find Spider-Man it looks like he'll settle for MJ. To make things even more uncanny, a mysterious stranger Frank Elson has approached Peter Parker to give him vital information to help the webslinger out - or does Frank have his own agenda. Is anything as it seems? What exactly is going on? Is MJ really dead, did Spider-Man reveal himself as Peter Parker? Or is it all in Spider-Man's head? 

Episode #113, "Mind Games, Part Two"
Original Episode Airdate – September 12th, 2003
Recapping Part One of Mind Games: after escaping their armored prison transport the diabolical The Gaines Twins, Roxanne and Roland have brain-blasted Spider-Man into believing that Mary-Jane Watson has died at the hands of Kraven the Hunter. Convinced by Frank Elson, a mysterious stranger, that the only solace is revenge, Spider-Man now tracks down Kraven in order to pay him the identical fate he inflicted on MJ. Part Two begins with Kraven drawing his final breaths under Spider-Man's might. Moments from delivering Kraven the final blow, Spider-Man notices that the surroundings don't mesh with some of his more recent memories. Combine that with a few of Kraven's conflicting syllables and Spider-Man determines that his reality has somehow been tampered with. The questions is, how or more like by whom? The Gaines Twins are behind everything and while Spider-Man seeks them out to confront them. During the confrontation it looks like Spider-Man is winning as he frees MJ from their grasp. Things take a turn for the worse when the twins use their mental power to trick Spider-Man into harming Indy. After this, the chatter (along with the rest of New York's sentiment) is all anti-Spider-Man and unfortunately a grief stricken Peter Parker agrees. This leaves Spider-Man one last obligation. He tracks down The Gaines Twins at a propane factory where their end is nothing short of explosive. Lastly, a spiritless, dejected and morose Peter Parker tightly packs up his Spider-Man suit and throws it into the Hudson River allowing it to sink into the murky depths. Is this the end of Spider-Man? Or a new beginning for Peter Parker?