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Spider-Man discovers that his science teacher, Dr. Curt Connors, has been turned into a deranged lizard due to an experiment gone wrong, and is abducting people throughout Manhattan.
Norman Osborn hires Spencer Smythe to capture Spider-Man. Smythe creates his deadliest weapon, the Spider Slayer, to accomplish this. Smythe seemingly dies at the end of this episode in an explosion.