S01E16 "The Terrible Three"

Characters: Peter Parker/Spider-Man; The Rhino; J. Jonah Jameson; Miles Morales; Ka-Zar; Mendel Stromm; The Scorpion; Dr. Otto Octavius; The Shocker; Gwen Stacy; Anya Corazon.

Teaser
Scenes of THE RHINO rampaging in downtown New York. It's video footage, and the face of J. JONAH JAMESON appears to describe the carnage left by the menace that has just escaped from a high-security facility. He compares the rampage to that of monsters and dinosaurs in The Savage Lands, which he then uses to segue to introduce his guest, Lord Plunder of the Savage Lands, who is in New York to meet with the United Nations. But when he turns to the chair where guest is supposed to be sitting, it is empty.

Act I
Horizon High: PETER PARKER is running through the hallways. MILES MORALES yells at him to stop, then runs alongside him when Peter continues his sprint. Miles wants to know if Peter is going to be at the study group tonight with him and Gwen and Anya; Peter says he'll probably end up studying alone. Miles tells him that he can't do everything by himself, that some things, like studying, work better with partners. Peter says he'll keep that in mind, then slams a door in Miles's face. On the rooftop, he changes into his costume.

As he webs his way to the scene of the Rhino's rampage, Spider-Man reflects a little on how lonely the superheroing job can get, and how he wouldn't mind some help sometimes; at the same time, he can't really afford to let amateurs get involved; then he pauses to wonder if the Avengers talk about him like he's just been talking about Miles. He comes upon the Rhino, who is knocking police cars about. He draws Rhino into a maze of back alleys and tries webbing him in, but is surprised when KA-ZAR—stripped for battle—appears and prevents him from grappling with the Rhino directly. As Spider-Man challenges Ka-Zar—who is he supposed to be and what he's doing there?—the Rhino breaks free, bursts through a wall, and disappears.

Ka-Zar introduces himself as the ruler of The Savage Lands, in New York to lobby the world governments into leaving their care to him, and that he left a television interview to help restrain the Rhino. Spider-Man retorts that his "help" has actually let the Rhino get away, but Ka-Zar says he will be easy to track, and once he has caught him he will transport the Rhino to the Savage Lands for safekeeping. (The two talk as they swing and leap across rooftops while following the Rhino's trail.) Spider-Man says that the Rhino is a man and has to be returned to a hospital where he can be cured, but Ka-Zar says that a city is no place for a wild animal, and that he hopes Spider-Man will not try to interfere with his plan; Spider-Man retorts that he hopes Ka-Zar won't interfere with his.

The Rhino's trail leads them onto the city's rooftops, so that there's only news and police choppers to watch when Spider-Man and Ka-Zar catch up to him. A three-cornered fight develops, with each hero trying to take the Rhino down in his own way, and the Rhino bursting free and jumping back into the fight when each hero tries to prevent the other from carrying off the trophy.

In a bunker, MENDEL STROMM and THE SCORPION watch the duel as it plays on TV. Stromm tells the Scorpion to bring him the loser in the fight; either one, he observes, would be a worthwhile subject to copy into his new "Neuro-Cortex." The Scorpion departs.

Spider-Man has gained a temporary advantage over Ka-Zar by binding him in webs when a distant explosion catches his attention. "What now?" he grumbles.

Act II
Ka-Zar bursts his bonds and charges Spider-Man; Spider-Man dodges him and asks how long he's going to be in New York. Ka-Zar doesn't answer, but Spidey nimbly plants a tracker on him and says that he'll be in touch to continue their "argument" later. He swings away.

At Oscorp, DR. OCTOPUS and SHOCKER are battling octobots as they try carrying off some large crates from the testing facility. Shocker asks how Dr. Octopus could forget about Osborn's security system; Octopus retorts that it is his security system—he just built it for Osborn—but Osborn must have changed the codes. But he and Shocker have what they came for, so they retreat.

Spider-Man meets them as they stride/fly over the rooftops, and as he webs alongside he asks what the excitement was back at Oscorp; Dr. Octopus tells him it's none of his concern, he was just "retrieving some office supplies" that he "neglected" to take with him when he quit Oscorp. When Spider-Man asks if Norman Osborn is okay with that, Shocker attacks him. But Dr. Octopus interposes himself, and explains to Spider-Man that he is starting a new organization—The League of Super-Scientists—with himself and Alistair Smythe as the charter partners, and that he has to stock his new headquarters. Besides, the items he took are his own property. Spider-Man tells them to take the stuff back.

In another part of the city, Ka-Zar is sitting on the Rhino's shoulders, legs wrapped around the man-beast's neck and hands gripping his horns, as he half-steers, half-wrestles his prisoner toward the docks. He is knocked down by The Scorpion.

Spider-Man is now in another fight against two adversaries, and (as before) when he gets one trapped, he is distracted by the other while the former frees himself. Spidey notices the hovering copters that he left behind drawing closer, and he thinks that's good news because maybe it means he can get some help. Then he spots what the copters are following—The Rhino, sans Ka-Zar—just as the Rhino spots and charges at him.

Act III
Doc Ock gloats at Spider-Man's distraction and turns to leave, but Shocker sends one last blast at the battling duo, which draws the Rhino's attention to him, so that he and Ock become the Rhino's new target. Spider-Man decides to take advantage of this to go get Ka-Zar: he reasons that three enemies are too many for him to fight, and while Ka-Zar gets the Rhino back under control, he can concentrate on Ock and Shocker. The tracker leads him to a warehouse.

Inside his lab, Stromm is yelling at the Scorpion as they stand over the bound and twitching Ka-Zar: The prisoner is useless in this state, Stromm says. Scorpion retorts that he had to sting him in order to subdue him; Stromm says that's the problem: It has damaged the patient's nervous system which makes him useless as a test subject. Spider-Man pokes his head in to ask if he can help, but Scorpion attacks him before he can grab Ka-Zar and get away. On Stromm's orders, Scorpion draws Spider-Man outside of the lair—a warehouse—and metal shutters close up to armor Stromm's headquarters. Spider-Man, unable to breach the armor and barely able to keep ahead of Scorpion, observes to himself that he's got a really big problem on his hands now; when he notices Doc Ock, Shocker and Rhino brawling in the middle-distance, he adds that maybe the solution to a big problem is to make the problem ... even bigger.

He webs over to where the other villains are fighting—Shocker is trying to protect Ock, who is trying to disentangle himself from Rhino—and gets the Rhino's attention with a heavy crate to the forehead. Rhino follows Spider-Man, Shocker follows Rhino, an irate Ock follows Shocker, trying to get him to give up the chase ... and Scorpion is the one who gets run over when all four charge at Stromm's fortress. Spider-Man webs to a vantage point and watches as the others fight—observing that this isn't the kind of help he was thinking about earlier in the evening, but it will do in a pinch—and when the Rhino punches a hole in the warehouse wall, Spidey dives inside and retrieves Ka-Zar. He tries restraining Ka-Zar at first when the latter tries to return to the battle, then releases him: "Knock yourself out. But try to knock out some of the other guys first."

Dissolve to a TV monitor where, to footage of the fight, J. Jonah Jameson delivers a fiery denunciation of Spider-Man for instigating a destructive brawl in the center of New York City, a brawl (he reports) that left a foreign dignitary (Ka-Zar) in the hospital and a notable scientist (Dr. Octavius) (and his two associates—Shocker and Scorpion) in protective police custody. Shift to Peter, sitting at a study table with Miles, GWEN STACY and ANYA CORAZON as the TV changes to a report on the space telescope that Cordco will be shortly launching. A disgusted Anya observes that Spider-Man didn't even catch the bad guys; Miles indignantly retorts that he would have but the cops got in the way; Gwen says that not even the cops caught anyone, they just picked them up after they knocked each other out. They ask Peter what he thinks. He says he thinks he wants some help doing number fifteen on their math homework.

Commentary: ""The Terrible Three"" 

Next: "S01E17 "The Fearsome Four""