S02E09 "The Valley of Shadows"

Characters: Peter Parker/Spider-Man; Anya Corazon; Gwen Stacy; The Living Brain; The Spot; Captain America; Mysterio; The Master Planner

Teaser
In the athletic fields near Horizon High, ANYA CORAZON and GWEN STACY are completing their project for the Open House: an advanced weather detector. As they test it for the first time, with THE LIVING BRAIN providing "tasty beverages" as refreshments, the project goes wild and predicts an imminent tornado in the otherwise clear sky. As the girls frown at the sky, a hole opens up and SPIDER-MAN drops out, landing on them. He is followed by a muscular figure in a white, full-body stocking decorated all over with black dots: THE SPOT. As the girls watch in astonishment, Spider-Man and The Spot fight, with The Spot dodging Spider-Man by opening pairs of portals and leaping through one to emerge from the other. He ends by opening two large portals, one directly beneath a statue and the other directly over the girls. The statue falls through one hole and comes out the other, falling directly toward Anya and Gwen.

Act I
Spider-Man pulls the girls out of the way of the statue, then returns to fighting the Spot, who opens up a dozen or more portals to enter and exit out of. Spider-Man follows him. As this battle rages in the background, the girls realize that their machine can detect the imminent opening of a portal, and reason that with a recalibration they should be able to take control of them. Spider-Man, landing nearby, begs them to make the necessary adjustments. After surrounding Spider-Man with portals and pummeling silly from multiple sides, The Spot opens a very large portal and kicks Spider-Man through it. He starts to close the portals, but Gwen has taken control, and she opens one portal; Anya leaps through, to find herself in snowy landscape with Spider-Man. A polar bear charges them; a portal opens behind them and as they duck the polar bear leaps through it; it then closes. Another portal opens and Anya and Spider-Man leap through it, to find themselves in a jungle next to The Spot. He sees them and opens two portals, kicking each of them through a different one, before opening a third portal and going through it. Spider-Man, in the middle of the ocean, sees another portal open; Gwen reaches through and pulls him out and back into NYC; then she opens another portal and jumps through as the polar bear charges at them.

This sort of mayhem continues, with various people in various combinations popping in and out of portals as they open and close. It ends only when Gwen notices that the portals become unstable every time her controller gets close to The Spot. Peter suggests that if they get it close enough to The Spot, it could shut down his tech, and contrives to hurl it at the villain. It goes through one of the spots on The Spot's costume and vanishes. His costume shorts out and two holes open, one beneath him and the other above him. The three kids gather, bemused to watch as The Spot, the polar bear, an ostrich, and a shark, cycle through the portals in succession, falling through the one below and reappearing through the one above. When Spider-Man complains that the sight is making him dizzy, the girls say that they will take care of it, and let him leave.

Act II
Spider-Man complains of exhaustion as he webs away from the school and says he is looking forward to catching a short nap when he gets home. (Punch drunk, he waves and calls to the crowds below, but they yell and run away from the "menace," to his disgust and consternation.) But as he yawns while webbing across the length of the Brooklyn Bridge, darkness snaps shut around him. He is startled into wakefulness and has to stop on a girder to get his bearings. It is not only dark but thick with fog, and in a panic he wonders if he fell asleep in mid-air and it is now nighttime. He can see nothing in the gloom, and drops to the roadway so he can feel his way about and get a sense of direction. He is surprised from behind by a tank that almost runs him over, and is dismayed that his spider sense didn't go off at its approach. Hydra agents pour out of it, guns blazing, and he has to leap away. He is saved from a hail of bullets by CAPTAIN AMERICA, who leaps in to guard him. Cap tells Spidey that he will handle the Hydra agents—Spider-Man is wanted on the Avengers' jet, which now appears next to the bridge. The bashful, awestruck Spider-Man thanks the Captain and jumps onto and into the jet, which is piloted by Black Widow. But when he tries talking to her, she ignores him; he tries touching her, and she vanishes. The startled Spider-Man realizes she is a hologram; and when the jet fades, he discovers he inside a small room with a tall ceiling. There are three doors, each marked with a different symbol. A booming voice bids him choose one.

Spider-Man picks the door decorated with three kittens, and finds himself in a room decorated like a circus big top. He finds a box of kittens and is cooing over them when he is startled by a deep growl. A panther appears and begins to stalk him. At first he is frightened. Then he reasons that the Hydra tank and agents, and the Avengers' jet, were holograms, so the panther must be a hologram as well. He discovers differently when the panther claws him across the chest.

Act III
Spider-Man leaps away from the panther, coming to rest atop an Egyptian-style cat-headed statue. Two more panthers join the first panther and take turns leaping for them. One rakes at him with its claws, and he finds that it is a fake. He reasons now that only one of the panthers is real. He sees a light beam emanating from the statue's eyes, and by following the beam he identifies the real panther, and webs it into a ball. He exits the big top and finds himself in the room that he started out in.

Now he chooses a second door—the one without buzzsaws. On the other side he finds a hall of mirrors. He is amused by the various reflections until it gradually dawns on him that the reflections do not accurately mimic his movements. When he catches one in a mistake, it leaps through the glass at him and fights him. He unmasks it as a robot, and disables it.

The next door leads him back to the antechamber, and he enters the last room. Sawblades swing at him, but he manages to evade them. He comes to a door marked "Exit" but hesitates to take it.

Back in the antechamber, Spider-Man enters. There is now a cloth-covered table in the antechamber, with a crystal ball in the middle. A skull appears in the ball; the table levitates, and transforms into a cloaked figure: MYSTERIO. He taunts the silent Spider-Man, then electrocutes him. With a remote control he dismisses the antechamber, revealing that the entire trap was enclosed inside a soundstage. He bears the prone Spider-Man to a table before a view screen and turns it on. Before the screen can resolve, he takes the mask from Spider-Man, revealing the head of a robot. The real Spider-Man drops from the ceiling and quickly incapacitates Mysterio. He thanks Mysterio for a fun time in the fun house, but says he has to get home. He exits and finds himself in broad daylight beside the Brooklyn Bridge. A check of his cell phone shows that only thirty minutes have elapsed since he left Horizon, and cheered at the prospect of still having almost a whole day to finish his Open House project, he speeds home.

Back in the warehouse, Mysterio frees himself as the view screen resolves into the shadowy, distorted silhouette of THE MASTER PLANNER. The Planner rebukes Mysterio for his failure, and says that he will be sending someone to take the costume and weapons from him, to bestow on one who is "worthier" of them. But Mysterio cloaks himself in fog and vanishes. The Master Planner promises the empty room that he and Mysterio will meet again.

The above is adapted from "Bring on the Bad Guys, Part 2" by Jacob Semahn.

"Spider-Man Commentary: The Valley of Shadows" 

Next: "S02E10 "Trick or Treat""