Attack of the Octobot

**Attack of the Octobot** is the third episode of season three. When Doctor Octopus uses a device on Spider-Man that causes him to lose his memory Doc Ock convinces Spidey that they are partners in crime. Maria Taina Elizando and a cabbie named Mousie team up to save the wall crawler.

## Plot

With Spider-Man unconscious, Doctor Octopus mentally controls the Octobot to place Spider-Man in his military van. However, unknown to Doctor Octopus, Maria Taina Elizando hides in a small compartment underneath the van. As they arrive at Doctor Octopus' secret laboratory, Taina watches helplessly as Doctor Octopus exposes Spider-Man to a beam from his Neural Neutralizer Ray which paralyzes Spider-Man's body. As Doctor Octopus starts to remove Spider-Man's mask, he is interrupted by a video call from the Kingpin who asks if their plans to recover the Argon Matrix Laser are going well. Doctor Octopus answers that Spider-Man tried to stop him. However, Doc Ock shows Kingpin that he was able to capture Spider-Man and place him under his mental control. Kingpin then tells Doctor Octopus that Spider-Man will spend the rest of his life serving him and then ends the video call. However, Doctor Octopus talks to himself and says that Spider-Man will serve him and not Kingpin. As Spider-Man wakes up, he has no memory of who he is. Doctor Octopus convinces Spider-Man that he is a criminal and attempts to remove his mask telling him that it will make him think clearly. However, as Doctor Octopus reaches for the mask with his mechanical arm, Spider-Man's spider sense starts to tingle and Spider-Man stops him from removing his mask.

After seeing her hero fallen, Taina quickly escapes Dock Ock's laboratory and looks for someone to help her rescue Spider-Man. Taina finds a police officer and asks him to rescue Spider-Man. However, the police officer thinks that Taina is pretending and takes her to the police precinct so that he can find her parents.

Meanwhile, back at the laboratory, Spider-Man tells Doctor Octopus that he has trouble believing him that he is really a criminal. Doctor Octopus then shows Spider-Man a J3 Communications broadcast of J. Jonah Jameson as he talks about how Spider-Man is a menace. Spider-Man then believes what Dock Ock is saying about him. As Doctor Octopus leaves the room, Spider-Man thinks to himself that Doctor Octopus seems to make sense but has a feeling that he shouldn't trust him. Spider-Man then wonders who he really is and pulls up his mask and looks at his reflection in a van window. However, Peter Parker does not recognize his own face and wonders if there is anyone who knows who he is.

A short while later at the Parker house, May Parker has Anna Watson and Mary Jane Watson over for dinner. However, Mary Jane replies that Peter probably got caught up with work, and May wonders where Peter is.

As Taina is taken to the police precinct, the officer that brought her there tells another officer that she won't tell him where she lives and that she only talks about Spider-Man. Seconds later, a cabbie named Mousie walks into the precinct with a man that attempted to ride her cab without paying. As the man tries to get away Mousie tackled him to the ground and the police arrested him. While the police are distracted, Taina sneaks away. As Taina goes outside she sees police officers walking her way and hides in the backseat of a cab. That cab just so happens to belong to Mousie. As Mousie gets in the cab she drives away but stops when she sees Taina in the backseat and tells her to get out. Taina tells Mousie that she is trying to find someone to help Spider-Man. Mousie still dosen't believe her but because of her creativity she will give her a free ride home. Taina frantically tells Mousie that Spider-Man is really in danger and that he would help her if she was in trouble. Mousie then reveals to Taina that Spider-Man once saved her from a mugger. Mousie then agrees to help Taina save Spider-Man.

Taina then tells Mousie where Doctor Octopus' hideout is located and she drives to it. As they arrive Taina sees Doctor Octopus and Spider-Man drive away and Mousie follows them. As Spider-Man drives off Doctor Octopus tells him that the Argon Matrix Laser requires a rare metal alloy to case it in and that the alloy can only be found at the Wellington Foundry. As they arrive at their destination Doctor Octopus and the Octobot attack the Wellington Foundry. Doc Ock's attack distracts the guards which allows Spider-Man to easily sneak inside. At that moment Taina sees Spider-Man and she and Mousie get out of the cab and follows after him.

As Spider-Man enters the building and steals the alloy, he wonders why he feels to guilty for doing it. At that moment, Taina rushes in and tells Spider-Man to stop. However, Taina accidentally activates an alarm. The guards hear the alarm and stop their attack on Doctor Octopus and rush to the vault. Spider-Man helps Taina and Mousie escape through a ventilation shaft. As Taina and Mousie escape, several guards rush into the room and aim their weapons at Spider-Man. However, the Octobot bursts through the wall and takes out the guards. Doctor Octopus and Spider-Man then leave the base.

Taina and Mousie then go to the Daily Bugle and tell J. Jonah Jameson that Doctor Octopus placed Spider-Man under his control in hopes that Jameson could help them. However, Taina and Mousie later watched a J3 Communications broadcast and watched as Jameson says that Spider-Man in now a criminal working with Doctor Octopus. Back at the Parker house, May, Anna, and Mary Jane also watch this in terror. Anna believes that it is terrible, and May is hoping that Peter isn’t getting photos of Spider-Man. As Taina and Mousie hear this broadcast, they are furious, because Jameson double-crossed them. Taina tells Mousie that Jameson is going to get Spider-Man hurt. However, Mousie tells Taina that every cabbie in New York City owes Spider-Man a favor so she gets on her cab's cv radio and asks other cabbies for help finding Spider-Man. Several cabbies see Spider-Man driving an armored jeep and report in.

As Spider-Man drives down the street he sees an image of Madame Web in the mirror and she tells him to remember. After seeing Madame Web, Spider-Man wonders if he is going crazy. Spider-Man and Doctor Octopus then arrive at a laboratory and go inside. Doctor Octopus then locates the Argon Matrix Laser and takes it. Taina and Mousie then rush in and Taina tells Spider-Man to stop. Spider-Man is unable to remember Taina. However, Taina tells Spider-Man that she is his friend and that he must remember who he is. As Doctor Octopus enters the room he orders Spider-Man to capture them. Spider-Man is able to capture Mousie in his web. However, Taina is able to escape. Spider-Man wonders what she is trying to tell him. At that moment Doctor Octopus comes outside with Mousie and they go back to the lab. Taina witnesses the whole thing and gets on Mousies cv radio and tells everyone that Mousie is in trouble and she needs help.

As Doctor Octopus arrives at his hideout he goes to the trunk of the van and retrieves the Argon Matrix Laser. As Doc Ock walks away Spider-Man goes to the trunk and asks Mousie who that little girl is. Mousie answers that her name is Taina and he is her hero and that he must remember who he is. As Doctor Octopus puts the Argon Matrix Laser on the Octobot he orders Spider-Man to kill Mousie. As Spider-Man pick up Mousie, Mousie tells him that he can't kill her and that Taina believes in him. Mousie then tells Spider-Man to look deep within himself and try to remember who he is. Doctor Octopus sees that Spider-Man has not yet taken care of Mousie so he walks over to do it himself. As Doctor Octopus is about to kill Mousie a cab crashes into the building and hits Dock Ock. As Doctor Octopus flies across the room he drops Mousie and Spider-Man catches her. Spider-Man recognizes Taina and tries desperately to remember who he is. Spider-Man's memories then come back to him and he finally remember who he is and Taina.

Doctor Octopus then gets up and attacks Spider-Man. Doctor Octopus is able to capture Spider-Man with his mechanical arm. However, Taina rushes over to a table and puts the Octobot's telepathic control band on her head. Taina then mentally controls the Octobot to and it is able to free Spider-Man and capture Doctor Octopus. Doctor Octopus is shocked to discover that a child defeated him.

A short while later the police arrived and arrested Doctor Octopus. Taina then walks up to Spider-Man and tells him that he really is her hero. However, Spider-Man tells Taina that she is the real her for saving him. Mousie then offers Taina a ride home. However, Spider-Man takes her home instead. While in her bedroom Spider-Man tells Taina that if he had known Doctor Octopus would have attacked him he never would have taken her. However, Taina exclaims that it was the best night of her life. However, Spider-Man tells Taina that he should be thanking her because she made him believe in himself again. Spider-Man then tells Taina that if there is anything she wants he'll give it to her. Taina then says that she wants to know who he really is. Spider-Man hesitates at first but takes off his mask and shows Taina that he is really Peter Parker. Taina then tells Peter that he is the best friend she ever had and that she will keep his secret.

As Spider-Man leaves the building he is teleported to Madame Web. Madame Web tells Spider-Man that he was lost but he is now found. Madame Web also tells Spider-Man that they have work to do and they he will eventually face his greatest challenge. Spider-Man has questions, but Madame Web quickly disappears. Spider-Man then says to himself that it doesn't matter what the challenge is, because he will be ready, because Taina helped him remember who he is, and he web swings away.

## Locations

* Earth-92131

* New York City

* Manhattan

* Doctor Octopus' laboratory
* Theater
* Police precinct
* Wellington Foundry
* Daily Bugle

* J3 Communications

* Central Park
* Laboratory
* Wish Come True Foundation for Terminally Ill Children

* Queens

* Parker house

## Items

* Doctor Octopus' mechanical arms
* Octobot
* Spider Seekers
* Neural Neutralizer Ray
* Web-Shooters
* Robot tanks
* Argon Matrix Laser
* Madame Web's chair

## Continuity

* Attack of the Octobot picks up directly where Make a Wish left off.

## Trivia

* This episode and Make a Wish are based on a combination of two different storylines from The Amazing Spider-Man comics which are The Amazing Spider-Man #55 - 56 (December, 1967 - January, 1968) and The Amazing Spider-Man #248 (January, 1984).

* In the story arc Doc Ock Wins, which ran through The Amazing Spider-Man #55 - 56, Doctor Octopus uses a device on Spider-Man which causes him to lose his memory and tricked Spider-Man into becoming a criminal.
* In The Amazing Spider-Man #248, which is titled The Kid Who Collects Spider-Man!, Spider-Man visits a young boy named Timmy Harrison who idolizes him. At the end of the story Spider-Man reveals to Timmy his secret identity and you learn that Timmy is dying of leukemia and only has a few weeks left to live.

* This episode and Make a Wish were originally supposed to be set during Christmas. However, deadlines for Spider-Man: The Animated Series were usually pretty tight which added additional pressure to get the episode aired on time. Because of this John Semper Jr. decided not to make this a Christmas episode.

* The movie theater that Taina goes to while looking for help is showing a film festival for the movies of Ed Wood. Ed Wood (October 10, 1924 - December 10, 1978) was an American filmmaker, actor, writer, producer, and director. Some of the movies he is known for writing are Glen or Glenda (1953), Jail Bait (1954), Bride of the Monster (1955), and Plan 9 from Outer Space (1959).

* In 1994 a film based on the career of Ed Wood, also called Ed Wood, was released. It stars Johnny Depp as Ed Wood and Martin Landau as Bela Lugosi. Martin Landau later won an Academy Award for Best Supporting Actor for his role in the movie. Because of this Landau was no longer able to voice Scorpion so Richard Moll was recast to voice him.

* When you first meet Mousie she mentions James Brown. James Brown was the founder of funk music.

* Mousie also quotes the James Brown song, The Payback, when she says "I don't know karate but I know crazy."

* One of the cabbies in the episode is named James Krieg. This character was named after and voiced by James Krieg who was a writer for Spider-Man: The Animated Series.
* Toward the end of the episode there is an animation error. While Doctor Octopus is being walked away by a police officer he does not have his metallic arms sticking out of his back.
* It is implied, though never directly stated, that Taina is dying of leukemia just like Timmy Harrison.

* In Make a Wish, Taina tells Spider-Man that she "wants to go web swinging before" and Spider-Man cuts her off before she can presumably say die.
* In Attack of the Octobot a sign that says Wish Come True Foundation for Terminally Ill Children is shown and it is implied that Taina's bedroom is in this building.

## Episode review

**A review by Amazing Spidey from Marvel Animation Age**

Part 2 took the story into a different direction, and unfortunately it became one of those typical cartoon cliches which this series was usually very good at avoiding, the amnesia episode. I usually don't like amnesia episodes, and here was no exception. It was pretty dull throughout.

The focus of the episode shifted towards the little girl, whilst Doc Ock had Spider-Man help him steal things. Why Doc Ock couldn't do it himself, no one knows. The little girl continued to annoy, and now she was joined by a cab driver who had an incredibly humorous voice. Every word she uttered was hilarious, for all the wrong reasons. There's over the top, and then there's Mousie, the cabbie.

Thank god for J. Jonah Jameson, and his hate campaign against Spider-Man. His "very reliable sources tell me" speech was easily the highlight of the episode. You can always count on Ed Asner to save the day. This version was nothing short of hilarious, and had everything the MTV Spider-Man version lacked.

It was a little too hard to believe that Taina could beat Doc Ock, especially after episodes such as Doctor Octopus: Armed and Dangerous, when Doc Ock beat Spidey with minimal effort. I couldn't help but roll my eyes when Taina beat him. It was almost as bad as I've Got Batman In My Basement.

The ending scene was surprisingly touching, considering most of the episode was fluff, especially the music as Spidey left her house. The terminally ill part came as a shock. I just wasn't expecting it. Which is odd, as it's in the comic, which I had read. Weird.

Overall, it was a mediocre story line. Some nice touches here and there, but nothing special at all.

## Quotes

*"Who exactly are you anyway?"*

*"A scientist devoted to the betterment of all mankind, but I have enemies who try to keep me from the resources I need. You recognize the importance of my work."*

*"If only I could remember. I want to, but it makes my head hurt."*

**-Spider-Man & Doctor Octopus**
*"I must be some piece of work for that guy to hate me so much."*

**-Spider-Man**
*"He seems to make sense. But I don't know. Why did I have that weird feeling when he reached for my mask? Who's under this mask anyway? Maybe if I knew. I don't recognize the face! I don't know who I am! Is there anybody who does?"*

**-Spider-Man**
*"In the words of the immortal James Brown, I don't know karate, but I know ka-razy."*

**-Mousie**
*"The security staff here is a virtual army, but it should prove no match for the combined might of Doctor Octopus and Spider-Man."*

**-Doctor Octopus**
*"Whatever you are, freeze!"*

*"Did you say "squeeze"?"*

(Doctor Octopus grabs a jeep with the mechanical arms and crushes it.)

**-Guard & Doctor Octopus**
*"This is the alloy. But how did I know that? And why do I feel so guilty?"*

**-Spider-Man**
(Tainia accidentally activates an alarm.)

*"So much for sneaking in unnoticed!"*

**-Spider-Man**
(Several guards rush into a room and aim their weapons at Spider-Man.)

*"Just one of those weapons could turn me into spider-paste! Hello, boys. So, maybe your wondering why I called this meeting."*

**-Spider-Man**
*"The Spider-Man has turned bad!"*

*"Yes, but it's not his fault!"*

*"This is a much bigger problem than the Mouse thought!"*

**-Mousie & Maria Taina Elizando**
*"Spider-Man, stop! You don't know what your doing! Dock Ock is messing with your head!"*

*"You! You were at the foundry. Who are you?"*

*"I'm your friend. You must remember."*

**- Maria Taina Elizando & Spider-Man**
*"That little girl who is she anyway?"*

*"You must remember Taina. She thinks the world of you. You can not let her down. Think. Concentrate."*

**-Spider-Man & Mousie**
*"You can't do this! That little girl believes in you."*

*"I don't know what to believe."*

*"Believe in yourself."*

*"How?"*

*"Find a part of you deep inside that feels true. If you can remember anything, try to remember Taina's love for you."*

**-Mousie & Spider-Man**
*"Mousie, are you okay!"*

*"Of course I am, girl. It takes more then a big bad fish man to hurt the old Mousie."*

**-Maria Taina Elizando & Mousie**
*"I remember!"*

*"Then you must remember this. You will never be rid of me!"*

**-Spider-Man & Doctor Octopus**
*"This is so cool!"*

**-Maria Taina Elizando while controlling the Octobot**
*"No, no! Mother have mercy! Is this the end of Octavius! Defeated by a. . . a child!"*

*"Face it, Ock. These kids today just have no respect for their elders."*

**-Doctor Octopus & Spider-Man**
*"Spider-Man, you really are my hero."*

*"Your the hero, Taina. Your the bravest little girl I ever met."*

**-Maria Taina Elizando**
*"If I ever imagined are little joyride could turn into all this, I certainly never would've done it."*

*"Are you kidding? Thanks to you, I had the greatest night of my life!"*

*"I should be thanking you. You made me believe in myself again. If there's anything you ever want. . ."*

*"There's one thing. Would you take off your mask for me? I want to know who you really are."*

*"But I can't! Oh, wait. Maybe I can. . . for you, Taina."*

(Spider-Man takes off his mask.)

*"Wow. You're Peter Parker!"*

*"Yes. That's who I am."*

*"That is so cool! Thank you, Spider-Man! Peter, you are the best friend I ever had."*

*"I was thinking the same thing about you."*

*"I'll keep your secret for the rest of my life."*

*"Thanks, Taina. Good night."*

**-Spider-Man & Maria Taina Elizando**
*"Madame Web, where am I?"*

*"You were lost, but now, you are found. And it's a good thing, too, because we have a job to do. It will be your greatest challenge."*

(Madame Web disappears.)

*"Wait! What kind of challenge was she talking about? Oh, well. I suppose it doesn't matter. I do know who I am now. And I'll be ready. And it's all because of the faith of a little girl who's more of a superhero than I'll ever be."*

**-Spider-Man & Madame Web**