- Director:Bob Richardson
- Writer:Sean Catherine Derek
- Cast:Christopher Daniel Barnes,Jennifer Hale,David Hayter
|Episode credited cast:|
|Christopher Daniel Barnes||-||Spider-Man / Peter Parker (voice)|
|Jennifer Hale||-||Felicia Hardy (voice)|
|David Hayter||-||Brace Huntington (voice)|
|John Phillip Law||-||The Cat / John Hardesky (voice)|
|Nita Talbot||-||Anastasia Hardy (voice)|
|Efrem Zimbalist Jr.||-||Dr. Octopus / Dr. Otto Octavius (voice)|
|Roscoe Lee Browne||-||Kingpin / Wilson Fisk (voice)|
|David Warner||-||Herbert Landon / Red Skull (voice)|
|Jack Angel||-||Nick Fury (voice)|
|Bob Bergen||-||Additional Voices (voice)|
|Adam Hendershott||-||Additional Voices (voice)|
|Rest of cast listed alphabetically:|
|Rachel Davies||-||Agent X of S.H.I.E.L.D. (voice)|
|Lois Nettleton||-||Nora (voice)|
The Cat's name is changed to John Hardesky, but is still similar to his comic counterpart Walter Hardy. As a boy, this version of The Cat was tricked by the Nazis into spying on the Super Soldier experiment that made Captain America and had a picture-memory of it. When he found out who the real Nazis were, he evaded them when Red Skull sent them after Hardesky and he managed to give them the slip. Years later, he is shown in protective S.H.I.E.L.D. custody until the Kingpin had Chameleon replace him so that Kingpin can get the formula to make his own super-soldiers.
Doctor Octopus' motivation to blackmail Anastasia Hardy about her connection to the infamous theft of the Ausbach fortune. is because blames the Hardy Foundation for his misfortunes, the loss of funding for his experiments and being sent to prison.
In this series the names of both of Felicia Hardy's parents have been altered. Here her mother and father are names Anastasia Hardy & John Hardesky while in the comics they where named Linda & Walter Hardy.
When Peter Parker looks at records form The Cat a.k.a. John Hardesky, he discovers old photos with a pre-eye patch Nick Fury in them. In these old photos, Fury was however grey at the temples. This conflicts with Spider-Man: Day of the Chameleon (1995) where Nick Fury was seen with no gray/white which was presumable dyed full brown. A clip of this episode was shown.
Starting in this episode, Jack Angel takes over the role of Nick Fury replacing Philip Abbott who was also voicing Nick Fury on Iron Man (1994).
When The Kingpin allowed the authorities to apprehend The Chameleon at the end of Spider-Man: Sins of the Fathers Chapter 7: The Man Without Fear (1996), Landon had already infused him with a techno organic virus that altered his physiological makeup. He is now part machine, which allows him to have his morphing ability without his belt. And now, everything the Chameleon sees is broadcast to The Kingpin.