S01E05 "Ghost in the Machine"

Characters: Peter Parker/Spider-Man; Dr. Otto Octavius; The Ghost; Tony Stark/Iron Man; Anya Corazon; Liz Allen; Flash Thompson; Russell Fisk; Harry Osborn; Norman Osborn; The Kingpin; Miles Morales; Max Modell

Teaser
A group from Horizon has arrived at the annual Stark Expo. PETER PARKER is chattering excitedly while helping DR. OTTO OCTAVIUS unload his equipment for the Horizon pavilion when he sees a mysterious figure—THE GHOST—flitting about the roof, fading in and out. Peter makes an excuse to run off, where he changes into his costume and confronts the intruder. It charges him, fading out as it moves through him, and Spidey's webshooters fail; his lenses are also on the blink, so he has to retract them. He's looking for the vanished intruder when IRON MAN/TONY STARK appears, identifies him as an intruder who set off every security alarm in the place, and prepares to blast him.

Act I
Spider-Man is too fast for Iron Man and manages to escape, but not before Stark IDs him as only a kid; and Peter geeks out over Iron Man knowing him by name.

Peter returns to the hall as Iron Man lands in the plaza to take autograph requests. Peter asks ANYA CORAZON where Dr. Octavius is, and she tells him he's backstage getting his construction rig prepped. She asks why he volunteered to help Dr. Octavius and Peter says it's to get on Otto's good side; Anya says that in that case he shouldn't have disappeared while Otto was moving his project inside.

On the way backstage, Peter briefly runs into LIZ ALLEN, FLASH THOMPSON, and RUSSELL FISK, who are helping Midtown High set up their exhibit—Russell remarks that his father financed it—and the quartet watch in bemusement as some elementary school kids pass by, carrying a baking soda volcano. Peter can't help giggling at it; Flash casually remarks that he made a baking soda volcano when he was in grade school, which shuts Peter down.

Peter then bumps into HARRY OSBORN and NORMAN OSBORN. Norman greets Peter warmly and conveys his regrets on Peter deciding not to move out to OASIS; Peter thanks Norman for the scholarship offer but says he got a part-time job, as he wants to pay his own way as much as possible. Norman tells Peter how happy and proud he is to hear that, and that his Uncle Ben would be proud too. Peter notices Harry wincing, and edges away. After Peter is gone, Norman tells Harry that he's not going to let Harry exhibit his hover-glider. Harry protests wildly, saying he's put so much work into it. Norman, bitingly, informs him that Harry's performance against Mendel Stromm's Scorpion suit suggests he didn't put nearly enough effort into it; and it would be embarrassing to exhibit an amateurish design in front of Tony Stark.

Peter joins Octavius, who is making last-minute adjustments to his octo-rig. Octavius snarls at him for disappearing; Peter pleads a sudden emergency. Octavius petulantly retorts that his rig is an emergency, and Peter patiently hands him one tool after another as Octavius complains about how he needs it to win the Stark Prize in order to replace the funding he has lost from Horizon. Tony Stark enters, talking about how he also hasn't got enough money to realize all his dreams; he introduces himself to Octavius and Peter (the former tongue-tied, the latter excited), and tells Octavius that if he believes in himself and his talent, he should go out on his own. Stark is then interrupted by the entrance of THE KINGPIN, who introduces himself as Wilson Fisk and expansively remarks on how much he admires Stark's success—"I have grown lately very interested in the field of high technology, and the lucrative returns that it promises." Stark quickly disentangles himself by pleading a need to go out and start selling some of that tech. The Kingpin eyes Octavius and his octo-rig speculatively.

Cut to main stage of Stark Expo, where Tony Stark is introduced in his Iron Suit. He presents the Mark 50 version of his suit, but is interrupted by The Ghost, who enters. The Ghost accuses Stark of being a thief, and boasts that he will take control of Stark's tech as Stark took control of his. He fades into the new Iron Man suit and fires on Stark. Spider-Man swings in, but his webshooters fail.

Act II
Spider-Man saves some kids from falling displays, which earns him Iron Man's temporary trust, and the two join to battle the Ghost-possessed Iron Man suit.

Spider-Man uses Harry's glider and gear against the Ghost. An electric charge restores the lenses in his mask, and during the battle Iron Man explains that the disgruntled Ghost is using some of his own tech to take control of the suit. But Iron Man is able to reverse the hijacked suit's signals, dislodging the Ghost. But the Ghost has used his time in the suit to retrieve some special discs from it, which enhances his own suit's abilities, and he takes control of all the technical gear in the hall. Osborn enters, ordering a squad of Spider-Slayers into battle, but the Ghost takes control of them. Octavius in his octo-rig is also flailing helplessly, and Ghost also manipulates Spider-Man's webshooters into attacking the others. The battle seesaws back and forth, with Harry, Flash, Russell, MILES MORALES, MAX MODELL, and others joining in until they find themselves locked under the guns of Iron Man. The Ghost has taken control of Stark's suit with Stark inside it, and Stark is forced to exit and de-assemble it in order to avoid blasting them. The Ghost then advances on Stark, to destroy the arc-reactor that keeps him alive.

Act III
Spider-Man's gear isn't working, and Octavius in his rig is causing more hurt than help as Stark writhes on the floor. But Miles leaps onto Octavius's back and pulls the plug on the arms, shouting out to everyone that the Ghost can control all the tech in the room, but he can't control anything unconnected to a power source, so "Use your hands!" Those remaining in the hall—mostly Horizon and OASIS and Midtown people—begin pelting the The Ghost with items, which hampers his concentration, and he's knocked off balance when Spider-Man hurls a heavy frame at him; this allows Spidey to leap in and carry Stark to safety; Stark has to apologize for not being able to help, but "I can't exactly unplug my heart." During Spider-Man's battle with the Ghost—perching on walls, etc.—he is watched intently by Norman Osborn, who audibly wishes he had a working camera to record the footage.

The Ghost is being overwhelmed by the crowd, but he seizes control of Oscorp's Spider-Slayers again, which disperse his attackers. The battle looks lost as possessed tech surrounds the students and teachers, with the Ghost promising to let everyone go if only Stark emerges to give himself up. But the only figure that emerges is Harry Osborn, on his glider, flying toward the ceiling. Spider-Man leaps into action, knocking him from the glider and onto a catwalk. Harry yells at him for interfering: Spider-Man stammers that he thought he was saving Harry from the runaway glider. Harry yells that he was trying to get to the roof to cut off all the power to the hall. Spider-Man realizes that's the correct tactic, and leaps up and through the skylights to the roof; Harry glowers after him. On the roof, Spidey takes a chance on using his non-conductive webbing to rip out the power lines leading to the hall, and his strength to tear out the back up generators. Down in the hall, the power and the tech fails; Stark emerges to punch the Ghost out with his fist. Spider-Man reappears at the skylight, to cheers and congratulations, particularly by Flash. But Harry looks resentful.

Clean up is underway when Peter reappears in his street clothes, and Stark appears to offer the gathered group his thanks and praise. Octavius, repairing his rig, asks who is going to win this year's Stark prize: "Some of us could really use the money," he says. But after this year's fiasco, Stark says, he wants to give it to something low-tech. He chooses the grade schoolers' baking soda volcano.

In a corner of the hall Octavius is packing up his octo-rig when he is approached by The Kingpin, who remarks that he heard that Octavius and his "device" are in need of funding. He presents his card, but is pre-empted by Norman Osborn, who presents his own card to Octavius. The doctor remarks that he never thought of competition as a good thing until this moment.

Outside, Peter runs up to Iron Man to ask his autograph. Iron Man as he signs the program alludes to Spider-Man as a hero, because in addition to his gear and abilities he's got the most important thing a hero needs: heart. Peter thanks Stark—on Spider-Man's behalf, he stammers—then groans after Iron Man's departure to see that the program was signed "To Paul" and not "To Peter."

The above is closely based on the episode "Stark Expo" by Kevin Shinick.

Commentary: "Close Adaptations" 

Next: "S01E06 "Party Animals""