S02E11 "The Man Behind the Mask"

Characters: Peter Parker/Spider-Man; Aunt May; Electro; Max Modell; Miles Morales; The Living Brain; J. Jonah Jameson; Chief Watanabe; The Chameleon; The Master Planner.

Teaser
An exhausted PETER PARKER is finishing his Horizon High research project—an energy enhancer of advanced design—after forty-seven hours without sleep. It is evening, and AUNT MAY looks into his bedroom to ask if he'll be down for dinner. But when he looks at the time, Peter realizes the project is due instantly. So after his aunt has withdrawn, he changes into his Spider-Man costume and rushes off to Horizon High despite being dead on his feet. He has just reached the school when he is stopped by lightning bolts shot off by ELECTRO.

Act I
Spider-Man and Electro battle and banter across the school roof, even as Electro has to re-engineer her malfunctioning equipment on the fly. Like every other villain in the past two days, she brags about winning the "bounty" that has been put on Spider-Man's head (and how she will upgrade her gear with it) but ignores Spider-Man when he demands to know who put the bounty on him. Spider-Man thinks he has her defeated, but then has his project—an energy enhancer—knocked away from him. Electro picks it up, recognizes what it is, and attaches it to her gear. The feedback overpowers her suit, turning it and her into a being of pure electricity.

The fight moves inside Horizon, where MAX MODELL and students are setting up their displays, causing the students to scatter. As he dodges and hides from the floating Electro, Spider-Man steals gear here and there and pieces it together into an insulated suit that is equipped with an energy containment unit. With it, he is able to drain all the power from Electro, restoring her to normal form. He recovers the energy enhancer off her, but it has been demolished by being overloaded. This ruins his chance of displaying and selling it at the Open House, which moreover has to be cancelled due to the damage from the fight.

Though he is exhausted, Spider-Man decides that he has had enough of being chased about the city, and determines to find the person who put a bounty on his head.

Act II
Spider-Man swings out to the warehouse where, Prowler informed him, the villains received the bounty offer and instructions. His search is at first fruitless, until he chances to find a data drive containing footage that he had sold to The Daily Bugle. As he is still processing this, Spidey gets a call from MILES MORALES, who is in his lab making adjustments to THE LIVING BRAIN and watching the news in the background. Miles asks Spidey if he is holding up a bank. Spidey indignantly denies that he is, and on Miles's urging switches to a live news feed that shows surveillance from inside a bank showing himself—Spider-Man—cleaning it out. The news is being covered by J. JONAH JAMESON, who is interviewing CHIEF WATANABE, who reluctantly concedes the Spider-Man will now have to be arrested.

"It all makes sense now," Spider-Man exclaims. It was Jameson all along! Jameson turned the city against him, then he put a bounty on his head, and then he sent out an imposter in order to frame him. He asks Miles if he believes that he (Spider-Man) isn't a menace like Jameson says. "I don't know about you," Miles retorts, "but the Spidey who's robbing the bank looks like one!" Spider-Man races to the bank to catch the imposter and clear himself.

He arrives in time to spot the imposter running out. He chases, but loses him in an alleyway, where he is cornered by Chief Watanabe. Spider-Man insists on his innocence to the chief and accuses Jameson of framing him. She is incredulous, until Spidey tries demonstrating his sincerity by webbing himself to a garbage dumpster. The chief then reveals that she is not the chief but a shapeshifter: THE CHAMELEON, who not only has imitated Chief Watanabe and Spider-Man, but also Captain America. He raises a pistol to shoot Spider-Man.

Act III
The Chameleon shoots at SM, who dodges. During the fight that follows—Spidey handicapped by the dumpster he's webbed to—the Chameleon reveals that his weapon is only a stun gun, for he doesn't mean to kill Spider-Man. There are, he says, much bigger plans afoot for the web-slinger; he also confesses to having spent weeks studying Spider-Man, his habits and his tactics. Spidey breaks free of his web and the Chameleon runs off. Spidey follows, but loses him on a crowded street where, he realizes to his horror, the Chameleon could be disguised as anyone. As he searches, he is ambushed from several directions and disguises: an old woman, a middle-aged businessman, and a woman. When J. Jonah Jameson appears, the Chameleon imitates him. An infuriated Spider-Man punches out one of the Jamesons (not caring which he hits) and hits true. The police take The Chameleon into custody but Spider-Man races off before Chief Watanabe can arrest him.

In the Raft, The Master Planner briefly hijacks the video feed of the surveillance screens to address The Chameleon (whose tech is dampened by the Raft's own technology). The Chameleon apologizes for failing in his mission; but The Master Planner dismisses the apology and praises the job he did. He promises The Chameleon that he will not be incarcerated long.

Peter returns home to fall into bed for some well-deserved sleep, but he closes his eyes just in time for the sun to rise and his alarm to go off. It is time for school.

The above is with only insignificant modifications derived from "Bring on the Bad Guys, Part 4" by Jennifer Muro.

"Spider-Man Commentary: The Man Behind the Mask" 

Next: "S02E12 "The Master Planner""