S02E03 "Spider-Man Behind Bars"

Characters: Peter Parker/Spider-Man; Miles Morales; Phineas Mason/The Tinkerer; Leonard Owlsley; Abner Jenkins/The Beetle; Chief Watanabe; Adrian Toomes/The Vulture; Kingpin; Raft Warden; Richard Raleigh.

Teaser
Nighttime. Thunder and lightning. SPIDER-MAN is talking remotely to MILES MORALES as he patrols the rooftops. Spider-Man asks Miles when he is going to go on patrol with him again. Miles, who is busy with electronics and a computer, replies that Peter himself shouldn't be going on patrol, not with all the schoolwork he has. Miles cites his own example: Since Modell took over the school's Neuro-Cortex project from the now-comatose Otto Octavius, he (Miles) hasn't had time for anything except working on the Neuro-Cortex. Peter says he understands, but he misses Miles's company. In fact, Peter remarks, since Harry went to Europe, he feels like Miles is the only person he can talk to. Miles replies with a short speech about how he should pay more attention to Gwen, but there is no reply, and Miles (grumbling) hangs up: "For a guy who hasn't got a lot of friends to talk to, Pete, you do a good job of not talking to the ones you have."

But Spider-Man is otherwise occupied, for he has been ambushed by THE TINKERER, but the battle is brief, with Spider-Man knocking away one gadget after another. When he takes the villain down, he remarks that such a smart guy really ought to be more of a challenge, and asks him if he really thinks he's living up to his potential. He swings away with the Tinkerer under his arm as a drone watches from nearby; on the other end of the video feed, LEONARD OWLSLEY by phone directs "Teams One and Two" to move into "beta position," then tells "Jenkins" to stand by as he may be needed.

At the Raft, Spider-Man turns the Tinkerer over to CHIEF WATANABE. He warns her that the Tinkerer is full of tricks and gadgets; she tells him they're prepared and will be adding his stuff to "the collection" in the basement. This surprises Spider-Man: What collection? he asks, and follows her inside. The chief explains that the authorities have just completed work on an underground armory to store all the supervillain gear that is confiscated from the criminals. When Spidey asks if it isn't dangerous to have their super-weapons stored in the same facility, she replies that the new armory is a fortress inside a fortress. The inmates can't get to it, and it's doubly secured against people on the outside. Spider-Man asks if he can see the armory, but the Chief refuses.

Outside it has started to rain hard, and Spidey finds his webbing won't stick as readily to surfaces. His own sticking power is also degraded. He is just giving thought to changing into civilian clothes and catching a bus home when he is knocked down by a winged figure. He tries to catch himself, but slips and plunges several stories onto a rooftop. When he sits up, he finds his left arm useless and his shoulder killing him. The winged figure swoops at him again.

Act I
Spider-Man finds he can hardly fight back against the winged figure that is attacking him. He is fearful and perplexed, for he assumes that it The Vulture attacking him, and Adrian Toomes is still supposed to be in prison. But the figure, when he gets a look at it, is a new one to him: THE BEETLE. He fights, but is severely hampered by the rain and his useless arm. Owlsley watches the battle by remote, and tells the Beetle to keep Spider-Man busy. He then contacts the Tinkerer, who has already been changed into prison togs and is in his cell. The Tinkerer replies that he is ready to move, and uses his watch—whose face changes to a touch-controlled screen—to open his cell door. He exits.

Outside, Spider-Man stops trying to fight and tries to run. But the Beetle knocks him out and carries him off, reporting to Owlsley that he intends to drop him like an eagle drops a turtle to break its shell open. But his flight takes him over the Raft and he is caught in spotlights and gunfire, and drops Spider-Man there. Spidey comes too in time to use his webbing to break his fall as he tumbles onto the roof of the Raft. But he is still knocked out. Guards spill onto the roof and surround him. They are talking about removing his mask when Chief Watanabe arrives and orders them to take him down into the infirmary without removing any of his costume.

The Tinkerer sneaks through the cell blocks, using holograms projected off his watch to lure patrols away. He makes his way down to the entrance to the armory, where he knocks out the guards and places his watch (magnetically) onto the lock of the door, which spins. But he is surprised by a changing of the guard; just as they are arresting him, he tears his watch off the door and presses a series of buttons on it. Upstairs, most of the cell doors start to open. Surprised prisoners cautiously emerge from their cells.

In the infirmary, Spider-Man protests against medical aid; he is further discomfited when the medical orderly turns out to be ADRIAN TOOMES. But Chief Watanabe insists that he be treated, so he allows the doctors to remove his top so they can examine and bandage his shoulder, which returns some movement to his arm but not most of his strength; they would like him to remove all his wet clothes, so he consents to changing out of everything but his mask, gloves, and footpads. They give him a prison uniform as temporary clothing.

Alarms begin to sound, and Chief Watanabe leaves. That gives Spider-Man a chance to talk to Toomes, who is bitter that the rest of the Sinister Six have all been released in work-related rehabilitative programs, but he is stuck in the prison. The Chief returns with orders that the infirmary be locked down, for a prison riot is imminent.

Act II
Owlsley watches the unfolding mayhem on multiple monitors: news programs covering the riot from outside, and his own drones. He tries contacting the Tinkerer, but there is no reply. He is interrupted from behind by the KINGPIN, entering in wet clothes, angrily demanding to know what is going on; he brushes off Owlsley's queries about the health of his son and points to the monitors. Owlsley job, he reminds him, is to oversee his stock portfolio, not to plan criminal capers.

An abashed Owlsley reminds Kingpin of a recent stock market crash while he (Kingpin) was in France readying his son for transport back to the US. Owlsley says that it wiped out most of Kingpin's fortune, and that this operation is intended to recoup it. There are billions of dollars of weaponry in the Raft's armory, and this operation—he shows the monitors, diagrams, models, etc.—is designed to steal it all. "I've put a man on the inside," Owlsley explains, "and a crew approaching from the outside via the sewers." Under the cover of the riot, they will rob the prison armory. Kingpin studies the plans with a frown, then says that it is clever and he will let it proceed. Owlsley's relief is cut short, however, as Kingpin says he will direct the operation from here, and orders Owlsley to personally direct the crews that will breach the armory from the sewers. Kingpin warns him that if the operation goes awry, he (Kingpin) will be hiring a new financial adviser—and Owlsley knows what happens to the men he (Kingpin) fires.

In the Raft, the prisoners are trying to break into the infirmary. Chief Watanabe directs Spider-Man to save himself by exiting through a window, but Spidey refuses, and he is caught along with the Chief, the doctors, and Toomes when the mob bursts in. The prisoners are all surprised to find Spider-Man there, in a prison uniform no less. Spider-Man improvises that he got caught and arrested and is a prisoner too, leading one of the prisoners to exclaim that The Daily Bugle must have been right all along: Spider-Man is a public menace, just like them! (Spider-Man groans and fumes at this.) When asked why he doesn't escape, Spider-Man says he can't as long as his fellow prisoners are also behind bars as well. The rioters' leader is skeptical though, and tells Spider-Man that if he's on the level, he'll break into the Warden's Office and unlock the outer gates.

Spider-Man climbs through the prison, keeping to the walls and ceilings, until he reaches the Warden's Office. But it is being besieged by prisoners, who are bringing up improvised battering rams to attack the doors. Spider-Man finds a way through the roof to the tower where the office is located, and comes in through a window, where the WARDEN and a cluster of guards are huddled. The rain has stopped, so to rescue them he shoots a web line to connect the office to a building outside the Raft's walls, which the guards use as a zip line to escape. As they go, Spider-Man asks the warden if there is a way of disabling the controls that work the main gates; the wardens says the only way to do that is to shut down all the power via the main control room; but that would also have the effect of opening the remaining cell doors, flooding all the inmates into the prison. Spider-Man sends him down the zip line, then himself exits just as the door breaks open.

Spider-Man rushes across the roof of the Raft to another tower. As he tries breaking in through the window, alarms start to sound, indicating that the main gates are about to open. He gets inside the tower and shuts off the the power just as the doors begin to unlock; but they come to a stop before they can open. Inside the prison, all the lights go out, and all the remaining cell doors open.

Spider-Man, guided only by his infrared goggles, opens the door to the control room, and finds the Tinkerer huddled in the hallway outside, talking to the Kingpin on his watch. He tells his boss that he is cut off from the armory and so cannot be extracted that way, as was the original plan. The Kingpin asks if the armory door is open; Tinkerer replies that it must be. Kingpin mulls this, then tells the Tinkerer to make sure the rioters can get inside to get the weapons. He then signs off. Spider-Man drops down from the ceiling and catches the Tinkerer by the neck. He demands confirmation: Are the doors to the armory open? Doesn't that mean the rioting prisoners can get at the super-weapons? The Tinkerer nods. Spider-Man realizes that will result in a super-powered prison break, spreading super-powered mayhem into the city.

Act III
Spider-Man clings to the ceilings as he rushes through the prison, down into the subterranean levels housing the armory. As he scampers along, he hears prisoners yelling in the dark, trying to find each other; some of them are looking for Chief Watanabe. Spidey would rush to her aid, but it is more important to get the armory secured.

In the sewers on the outside of the wall, Owlsley and other gang members are awaiting the signal that power to the alarms has been cut. But when Owlsley contacts Kingpin to remind him that this needs to be done, Kingpin informs him of a change in plan. He orders Owlsley to bring his men back, as there will no longer be a need for them to break into the armory from outside. Instead, he will let the prisoners raid the armory, arm themselves, and burst into the city; then he (Kingpin) will scoop up weapons up off the street. Owlsley objects to this "hare-brained improvisation," but Kingpin brutally cuts him off. Owlsley broods, then orders the team to start breaking through the walls in violation of orders. He then departs.

When Spider-Man arrives at the bottom level, he finds the door to the armory open and emergency lights spilling out from inside. But as he goes to push it shut, he hears voices from within. He goes inside to check and discovers that some of the prisoners are already inside, helping themselves to advanced weaponry. Before he can intervene, he is surprised from behind by Toomes, who says that he will help Spider-Man.

At the hospital, Owlsley puts in a call to the Bilderburg Academy, to RICHARD RALEIGH. He tells Raleigh that that Kingpin has gone mad, and that he (Owlsley) is ready to accept the job offer that Raleigh extended him. "But," he adds, "I'm going to have to take some insurance with me. Send an ambulance here to pick up me and my insurance."

Spider-Man and Toomes fight the inmates inside the armory. It is a tricky business. Some inmates are skilled with the weapons; some nearly blow themselves up. Between them Spider-Man and Toomes take out the inmates. Spidey directs Toomes to carry the webbed-up inmates out of the armory and to lock up behind him; he has to go save Chief Watanabe. After Spider-Man leaves, Toomes starts to comply, until he notices his old Vulture gear hanging on a wall, next to Doc Ock's arms.

Spider-Man races across the ceiling of the pitch-black prison, over the heads of the milling prisoners below. He starts to web them, one at a time, attaching them to the ceiling, until he realizes that he will run out of web-fluid long before he runs out of prisoners to hold. He sees Watanabe in a crush of prisoners and is stymied until he has an idea. He shoots Watanabe with the last of this fluid and hauls her up to the ceiling. He scampers over to her tells her to be quiet: She'll be safely out of reach up here until the riot is put down.

Then the prison shakes. "That was from the armory," Spider-Man observes. But when he gets back there, he finds the prisoners laying on the floor, and the door shut. He can't figure out what happened, but when the lights suddenly spring on and he hears the alarms that signal the main doors are opening, he races back up to the roof. From there he sees the prison doors are opening, but it's to admit the police in tactical gear. "A messy ending," he observes, "but still an ending." Unnoticed by him or anyone else, THE VULTURE flies away into the night.

Dissolve to the Kingpin, in his study. Monitors show the breached walls of the Raft armory, and his men emptying its contents into the tunnel they dug into it. Ocks arms hang on a visible wall, but the space next to them is empty. Kingpin turns as some of his men bring in a battered and bruised figure: Leonard Owlsley. "We did it, Leonard," Kingpin tells him. "The greatest robbery in the history of the city, and it all went according to your original plan. But if you want me to spare you, you must tell me who took my son!" Dissolve to an empty hospital bed, with the name "Richard Fisk" on the medical chart.

"Spider-Man Commentary: Spider-Man Behind Bars" 

Next: "S02E04 "Black Cats and Crossed Paths""