We open to Dr. Curtis "Curt" Connors talking with his wife Dr. Martha Connors in his office in Horizon Labs, an independent laboratory that Curtis runs with the help of Martha and his close friend and business partner Dr. Vincente Stegron. The two talk about the many attempts by Oscorp to buy out Horizon Labs over the past few months, with Curt confiding in Martha that he's been thinking of accepting Oscorp's offer. Martha vigorously protests and says that the entire reason they started Horizon Labs was so that they could get away from the companies that pursued science only to benefit their wallets. "We can't just give up on our dream, Curt," Martha pleads, "Not after all we've overcome together."
Curt turns to Martha with a sad smile, saying that he feels the same and truly wants to keep the dream of making a better world alive. "That's the problem with dreams," Curt remarks as he runs his hand through his hair, "We all have to wake up at some point." He then lets out a dreary sigh and slowly runs his hand across his face as he slowly looks around his office, an old place that has gone through a lot of wear and tear. Patches of missing wallpaper reveal the bricks underneath, dust creeps along almost every surface in the room, and most of the furniture has at least one piece of tape covering up a crack or two. Curt's sight then drifts toward a picture of him, his wife, and their son Billy at the beach. He carefully takes the picture into his hand and wordlessly stares at it, anxious conflict and turmoil roiling in his eyes as he begins to tear up a little. Martha, sensing Curt's emotional turmoil, slowly takes his arm into a gentle hug and gives him her best reassuring smile.
They're interrupted, however, when Vincente rapidly knocks on the office door and exclaims that they have a big problem on their hands. Curt quickly rushes to and opens the door to reveal the very worried Vincente, who explains that some of the blood samples they collected have gone missing. Curt and Martha go pale at the news, and they quickly run after Vincente, with Curt exclaiming that they just put those away that morning.
We then cut to the opening credits and theme song playing, before the Title Card drops.
Curtly Yours
We cut to Peter in costume as he furiously pounds away at an old punching bag in a small gym, letting out short barks of anger as he does so. When Peter finishes, Flash, who had been quietly observing Peter up to this point, compliments Peter on his speed but criticizes his wild and uncoordinated punches. "It's like shooting with your eyes closed and praying that you manage to hit the enemy," Flash explains as he steps in front of another punching bag, "You'll hit something at some point, but you've wasted a lot of bullets by not aiming." Flash then demonstrates his point by launching his own, much more coordinated flurry of punches against the punching bag. As the punching bag swings around wildly, Flash grins at his handiwork and proudly states that the punching bag will be feeling that in the morning.
Peter chuckles at the joke before thanking Flash for training him again, to which Flash simply smiles and says that it's the least he can do since Spidey asked, especially since he lost his fight with Black Cat—Peter's stance tenses at the mention of the cat burglar, which Flash notices and comments on. Peter, after taking in a deep breath, replies that Black Cat is a touchy subject for him and that he'd rather not talk about her. Flash nods in understanding and immediately switches the topic of the conversation to the story of how he managed to get a lowered rent on this gym.
We then cut to Peter, now out of costume, as he returns home. Opening the front door, he begins to tell Aunt May that he's back home before pausing when he notices the stranger who is sitting in their living room with Aunt May and quickly finishing a cup of steaming coffee. His shirt and pants have old coffee stains and mismatched patches sewn on to them, a nasty burn scar covers the entirety of his left cheek and neck, and one of his eyes has gone glassy due to blindness. Aunt May smiles at Peter and welcomes him back home before introducing the stranger as freelance journalist Bennett "Ben" Urich, after which Urich extends his hand and gruffly greets Peter.
After Peter awkwardly shakes Urich's hand, Aunt May explains that the journalist is investigating Uncle Ben's death for an expose, which causes Peter to stiffen slightly, and that he had come by to do a short interview with her. Once Aunt May finishes speaking, Urich picks up a notebook and pen from the nearby table, clicking on the pen a few times to get it to work, before asking Peter if he would be comfortable answering a few questions as well. Peter is initially hesitant about answering, but after receiving a reassuring smile from Aunt May, he agrees to answer just a few questions.
Urich quickly questions Peter on, among other things, what he and Uncle Ben had been doing on the day of Uncle Ben's death and if he had ever noticed Uncle Ben act tense or worried. Peter slowly recalls everything that he remembers while being careful to not reveal anything that would give away his vigilante identity. Once Urich has finished asking his questions, he grunts in satisfaction and pockets the notebook and pen. Quickly standing up, he thanks the Parkers for their time and coffee and says that he really needs to get back home soon. Urich then grabs a calling card out of his trenchcoat and hands it over to Aunt May, telling them to call him if they remember anything else or find any leads. He then puts his trenchcoat on, bids the Parkers a good day, and quickly leaves, though not before frantically looking left and right.
We smash cut to Horizon Labs the next day as Harry, tagging along as a sort-of-intern, Oscorp representative Donald Menken, and government auditor Ómar Jubsen meet with the Connors in Curt's office. Harry enthusiastically shakes hands with the Connors and says that he's eager to work with them while Menken is more reserved and curt in his behavior. In the background, Jubsen can be seen taking notes of what he sees in the office and tutting in disappointment as he does so.
As Harry and Menken take their seats, with Rouman leaving to go check the other parts of the laboratory, Vincente comes into the office with a lot of paperwork and begins to ask Curt if he can help only to pause when he notices that Curt has company. "I'll... go do it myself, then," Vincente mutters as he awkwardly exits the office, after which the meeting begins in earnest.
Menken argues that while Horizon Labs has a lot of potential as an institution, the poor state of affairs that it is in, compounded by the many accidents and mishaps that have befallen it, does not bode well for the future of Horizon Labs. If the Connors keep running it as they are now, they will most likely have to file for bankruptcy in the near future. Harry interjects that under Oscorp, Horizon Labs would have access to more funding, better equipment, and extra manpower, which would allow it to grow to even greater heights than one could possibly imagine as of now. Menken shoots Harry a subtle look of annoyance at the interruption as Curt softly smiles but shakes his head. Curt then states that, as they have already told Oscorp, they will only accept if they are given a greater degree of autonomy than they are being offered currently. Harry begins to say that that could be potentially negotiated, but Menken interrupts and says that the Connors need to be realistic here just as Jubsen returns to the room. Oscorp is already offering Horizon Labs a miracle here that will keep them from going into bankruptcy and asking for more is asking for the rains to pour instead of shower.
The negotiations break down, and the meeting comes to a terse end. Jubsen stays behind to give the Connors a full breakdown of his findings while Menken and Harry leave, with Harry subtly sending a conflicted glance toward the Connors. As they leave, Harry turns to Menken with a nervous smile and asks about how he did back there. Not bothering to look back at Harry, Menken surface-level-politely replies that although Harry made some errors, he did adequately for his first time. He does not notice Harry's smile straining.
We then quickly cut to Peter in costume that night as he looks at the address on the calling card Benny left before looking up at a dingy and run-down apartment complex with the same address. Checking one more time, he then slickly pockets the card and begins to walk up the stairs. The air is unnerving and tense as Peter quietly and nervously makes his way up to the third floor, shuddering slightly when he notices a dead rat in the corner. Finally finding Urich's apartment door, he makes sure that this is indeed Urich's apartment before wall-crawling toward the apartment window. Peering through the window to find no one inside it, Peter then slowly forces open the window with great care before slipping inside.
Once he's inside, we cut to a first-person PoV of Peter as he pulls out a small flashlight and flicks it on before searching the apartment. Peter at first rifles through some cardboard boxes and finds some interesting newspapers that Urich has collected before noticing a large corkboard nailed to the wall. Slowly approaching it, Peter finds that it's covered with clippings of newspaper articles, pictures of suspicious persons, and hastily-written notes all connected together with strings of red yarn. Peter mutters quietly to himself about the meticulousness of it all as he stares at a clipping of Jonah's tribute to Uncle Ben before looking around again. As he does so, though, he suddenly feels his-
"Step away from the board, boy."
Peter whirls around in shock, and the flashlight beam lands on Ben Urich, still dressed in his nightwear, pointing a pistol at him, his glassy eye coldly staring at him. As Peter begins to slowly walk away from Urich and toward the window, Urich remarks that he suspected Spidey was a stooge from the start as he cautiously flicks the lights on. As Peter turns away at the sudden light, Urich asks which of the big boys he's working for: Purple Man, Vulture, Hammerhead, Gobli-
"Never."
Peter vitriolically bites out, which causes Urich to jerk in surprise. Seeing an opportunity, Peter then quickly explains that he's been hunting for the Goblin ever since Benjamin Parker's unfortunate death. Urich contemplates on the statement and mutters that it would explain the timeline. Urich, lowering the pistol slightly, tells Spider-Man to explain what he's been doing, then, which Spider-Man promptly does. Satisfied, Urich lowers the pistol completely, which causes Peter to sigh in relief, and says that if that's the case, perhaps Spider-Man could help him with an investigation he's been working on. Ripping off a piece of paper and quickly scribbling an address on it, Urich hands the paper to Spider-Man and says that he'll explain more at the place tomorrow at ten o'clock sharp.
"Now if you will excuse me," Urich bluntly remarks as he flicks off the lights, "I have a comfortable mattress to pass out on."
We then cut to a first-person PoV of Urich and Spider-Man in an abandoned building as they quietly observe an attractive young man confidently flirting with a waitress in a nearby cafe. Peter, looking through binoculars, asks Urich to explain who the guy they're observing is and why he's important again. Urich groans and says that he just explained all this an hour ago, to which Peter deadpans that he zoned out halfway through when Urich started ranting about how the Goblin and other mob bosses were Communist plants whose exorbitant wealth and unchecked power were intended to turn people against capitalism and the free market. Urich says that the information was very important to the point he was making, to which Spider-Man dryly replies that of course it was before telling Urich to just get on with the explanation already. Urich grumbles under his breath about youth having no patience these days but obliges Spider-Man nonetheless. He explains that the man they're watching is James Bourne, a former captain in the British army who became the mercenary Solo after receiving a dishonourable discharge from the army, and that they're watching him because Urich found out that the Goblin recently hired him for an unknown job. "What that unknown job is," Urich finishes, "is what we are here to find out."
Peter nods at the explanation as he watches Bourne exchange phone numbers with the waitress before beginning to eat his breakfast. As a few seconds pass, Peter comments in disappointment that this is all rather mundane compared to how he expected this to go. Urich wistfully responds that this is nothing compared to that one time he had to-
"Duck!"
Spider-Man exclaims as he suddenly pushes himself and Urich down to the floor as Bourne turns to look in their general direction, causing Urich to squawk in surprise. Rubbing his nose, Urich incredulously whispers to Spider-Man what the hell was that for, to which Spider-Man hisses back that they would have been spotted. Urich says that he knows that, what he is asking is why Spider-Man had to slam him against the floor that hard. Peter blushes in embarrassment under his mask and awkwardly apologizes, to which Urich simply huffs. Peter then slowly peers over the wall to see that Bourne has vanished into thin air. Spider-Man groans in frustration as Urich also peers over the wall and sarcastically mutters, "Wonderful. Just wonderful."
We then cut to Horizon Labs early the next morning as a tired Curt and Vincente groggily stumble into some seats, with Curt mumbling about having finally fixed the refrigerator and incubator. An equally tired, but smiling, Martha then appears with three cups of steaming coffee and takes a seat of her own. "Depressing black coffee with no fun or sugar," she cheekily remarks, "exactly how you two like your coffees." Vincente scoffs good-naturedly, retorting that Martha has a narrowminded view on where one can find joy, while Curt simply chuckles as he appreciatively takes his cup of coffee. He flashes a loving smile at his wife, which causes her to blush a little.
A sudden forced cough from Vincente startles the couple, however, and they turn to irritatedly stare at a smirking Vincente, who asks if he should give the two some space. Martha smirks back and asks if she and Curt should say the same thing about Vincente and Loretta. Vincente's smirk fades at the mention of Loretta, and he finds a sudden interest in stirring his coffee. Curt and Martha's expressions quickly soften with sympathy, and Curt simply asks, "Went badly, huh?" Vincente slowly shakes his head that it was amicable enough, to which Martha says that they're here if he needs people to talk to. Vincente briefly smiles a little before asking if they can move on to something else. Martha nods and, changing the subject, mentions that they have another meeting with Mr. Menken and Mr. Jubsen scheduled for later that day. Hearing this news, Vincente groans into the palm of his hand while Curt promptly faceplants onto the table and mumbles about being too tired to deal with all this.
We smash cut to Peter in costume about a week later as he finishes raining hell on a punching bag, his punches now more coordinated and effective. Huffing and puffing, he pulls his mask up to his nose and quickly downs a bottle of water that Flash hands him. As Peter drinks, Flash compliments him on his progress and states that he's a quick learner. Peter nods as he hands the bottle back to Flash before walking over to a nearby chair and flopping onto it, saying that the training has helped clear his mind of all the frustration he's been having lately. Flash, taking a seat beside him, says that he noticed Spider-Man did seem more stressed than usual and asks if he'd be willing to share.
Peter thinks about it for a few seconds before nodding his head and revealing his and Urich's investigation into James Bourne. It hasn't gone all that well for them. "We've been tracking the guy for over a week now, and we still haven't found out where he's staying," Peter bemoans as he runs his hand over his face, pulling down his mask as he does so, "It's downright infuriating." Peter then turns to Flash and asks if he had ever met the guy during World War II, to which Flash shakes his head and says that even if he did run into this Bourne fellow at some point, he's forgotten all about it by now. "That's what a guy gets for being sent to Italy, I guess," Flash remarks as he grabs a nearby beer bottle, "You miss all the famous or important people."
After chugging most of the bottle, Flash wipes his mouth and turns to Spider-Man before asking if this Solo guy is particularly skilled in anything. "Uri-My journalist friend informed me that Solo was a combat engineer and the best marksman in his company," Peter replies, to which Flash rubs his chin in contemplation. After a few seconds, Flash claps his hands and, standing up, says that he'll be back in a second as he quickly runs over to a nearby closet. He comes out holding a pistol and rifle, which startles Peter and causes him to ask what in the world Flash got all that for. Carefully placing the guns down on a nearby table, Flash replies that since Spider-Man is gonna face a very skilled mercenary soon, and a lot of other enemies like him in the future, he should learn basic gun information, how to use guns, and how to defend himself from people using said guns sooner than later. Peter, quickly thinking over it, agrees and walks over to Flash, who begins to introduce him to the beauty of a 1911 pistol.
We transition to Peter and Urich silently and stealthily tailing Bourne as he leaves the house of the waitress he flirted with, a self-satisfied smirk plastered on his face as the waitress dreamily tells him to come again soon. The two follow closely behind, with Peter traversing across rooftops since he's in costume and Urich walking through musty alleyways. Eventually, Bourne walks into a small notel and unlocks one of the rooms, confirming that this is where he is staying. Seeing this, Peter quickly crawls down the building he's on and sneaks over to Urich, who is hiding behind some bushes. Peter asks what they do now, to which Urich simply pulls a screwdriver out of his pocket and shoves it into Peter's chest. As a very confused Peter takes the screwdriver into his hand, Urich says that once Bourne leaves his apartment, he will sneak in through the window and figure out what Bourne is up to while Urich watches for anyone who might accidentally walk in on him. Peter nods in rapid understanding as he leans against a nearby wall, with Urich remarking, "All we do now is wait."
We smash cut to a few hours later Peter impatiently fidgets around with the screwdriver while Urich calmly watches the apartment complex. Suddenly, Urich, seeing Bourne leave his apartment, turns to Spider-Man and tells him to "go, go, go!" Peter quickly hurries while Ulrich gets back to watching. As Bourne, wearing a thick trenchcoat and big fedora, leaves the premises, Peter quietly sneaks up to the window to Bourne's motel room and, using the screwdriver, slowly forces the window open. He then slowly squeezes himself through the window, stumbling into the room before catching himself on the bed. Taking a moment to collect himself, he closes the curtains, turns on the light, and begins to investigate the room by overturning everything he can see. He finds the following things: some rifles and ammunition, a disguise kit with several wigs, a bomb-making kit, vials of blood in the refrigerator, several faked documents, and a small collection of love letters from various women. Placing all of these things in one area on the floor, Peter sifts through them quickly before finding a nondescript and unmarked letter from Bourne's employer.
It reads: "The Connors have vexed my plans for long enough. Deal with them immediately."
As he reads the letter out loud, the gears begin to turn in Peter's head. He looks at the vials of blood, who have the Horizon Labs logo on their labels, before turning back to the letter. "Connors... Horizon Labs..." Peter mutters, his tongue rolling over the words, as his eyes slowly widen and his breath tightens with realization.
"...Oh no."
We then cut to Harry, Menken, and Jubsen as they approach Horizon Labs, with Menken explaining to Harry how the negotiations are going to go. They will let Mr. Jubsen give his final assessment of Horizons Labs first, so that the Connors know just what dire straits they are in, and then they will make the same offer they did last meeting. They will emphasize that while they are being fair, they will not budge from the current terms they have given, and nothing the Connors will argue or throw at the wall will change that. "I know that it is difficult for you to see the life's work of the Connors come to nothing, and I myself take no pleasure in destroying it," Menken states with some small empathy leaking into his tone, "But we are here to secure a new asset for Oscorp, not take on charity cases or turn water into wine."
Harry quietly nods and says that he understands, but he turns his face to hide his conflicted feelings on the matter, which Menken doesn't notice. Harry then notices Jubsen's nervous posture and fidgeting, as well as the way his eyes flicker back and forth, and hesitantly asks him if he's alright. Jubsen is surprised by the question but quickly recovers, saying that he hasn't had this job for all that long and that he's just a little anxious about doing his job right. He tells Harry that he shouldn't worry about him as he reaches for the front door.
Suddenly, Spider-Man and Urich stumble out of a nearby alleyway panting heavily, startling Harry and Menken and causing Jubsen to tense up at the possible threat. Quickly looking around, Urich's eyes widen when he spots Jubsen, and he loudly cries, "There's the bastard!"
Realizing that his cover is blown, Solo quickly pulls a gun out of his trenchcoat and shoots Menken in the leg, causing the man to cry out in pain. A startled Harry tries to keep Menken from falling while Urich quickly draws his pistol and opens fire, managing to blow Solo's fedora off of his head, with Solo returning fire as he rushes for the front doors. Spider-Man and Urich quickly rush toward Menken, who is now bleeding profusely. Urich quickly hands his gun over to Spider-Man and tells him to go after Solo already before kneeling to perform first aid on Menken with the help of Harry.
A brief chase scene ensues as Peter runs after Solo, dodging the shots that Solo fires at him while also returning fire himself. When Solo's gun runs out of ammunition, he tosses it at Spider-Man and starts toppling over anything he can find to obstruct Spider-Man's path. During this, Peter's foot catches on a chair leg, sending him sprawling to the floor and allowing Solo to get some distance.
Solo barges into the main laboratory and slams the door wide open, startling Curt, Martha, and Vincente, who had been preparing the lab for that day's visit. Solo pulls another gun out of his trenchcoat and points it at the Connors, causing Martha to shriek in terror as Curt goes to shield her. Solo fires twice, the shots landing squarely on Curt's right arm and causing him to cry out in sharp pain. Before Solo can fire a third time, however, Vincente grabs him by the arm and reaches for the gun. A struggle then ensues as Solo and Vincente grapple for control of the gun, three wild shots fired harmlessly, with Solo pushing Vincente onto a table and pummeling him mercilessly. As Vincente desperately tries to maintain a hold on Solo's arm and the gun, Peter bursts onto the scene and, seeing what's happening, shoots Solo in the shoulder. As Vincente takes the opportunity sock the stunned Solo in the jaw, Peter tries to shoot again, but the gun clicks to signal that it has run out of ammo at the worst possible moment.
Peter mutters under his breath over his rotten Parker Luck, but he quickly gets over it and rushes Solo, who fires off one last shot before having to brawl with Spider-Man. As the two scuffle, with Peter putting his training to excellent use, Vincente staggers over to the Connors and tries to help aid Curt, whose arm is bleeding profusely and has been rendered useless.
Back with Solo and Spider-Man, Solo is not having a great time as Peter has knocked the gun out of his hand and is raining hell on him. "Why won't you just bugger off, ya' little pest?!" Solo angrily says as he throws a wild, unstable punch. "Can't, I'm an arachnid," Peter quips back as he dodges said punch before countering with his own punch to Solo, which sends the mercenary flying back into a far away table. As Solo clutches his stomach and groans in pain, Peter coldly tells him that it's over and that he should surrender while he can still walk. Solo, however, gives a small smirk.
"I'm afraid I've already made other plans," Solo self-depreciatively chuckles as he pulls a detonator out of his trenchcoat, causing Peter's eyes to widen, "Bon voyage, Spider-Freak."
Peter lunges.
Solo flips the switch.
An explosion rattles the room, sending Peter flying into a wall. He lands with a strong thud and topples to the ground, causing him to groan in pain. His vision is hazy as smoke and flame begin to fill the room, and Peter begins to have trouble breathing. Yanking off his mask and gasping for air, Peter stumbles forward and takes a moment to take in his surroundings. Half of the laboratory is engulfed in flames and smoke, with the silhouette of Solo's corpse a smoky suddenly pierce the air. Turning, he sees a distraught Martha and Curt desperately trying to push a table off of an unconscious Vincente, the latter contributing little due to his injury. Peter's hand gently touches his exposed face as his emotions briefly war with each other. The conflict quickly ends, however, and stalwart determination fills Peter as he rushes forward.
Hoisting the table off of Vincente, Peter authoratatively tells Curt to get himself and Martha out of the laboratory now while he takes care of their colleague. Curt and Martha stare at Peter in worried surprise, but Martha quickly regains her composure and, pulling Curt's good arm, flees the laboratory. Peter quickly checks Vincente for a pulse before carefully scooping him up in a bridal carry and running out of the laboratory. As Peter runs, the fire behind him explodes with an awful roar, and the inferno grows. Peter quickly makes his way out of Horizon Labs through a back door are and, once he sees Martha and Curt on a nearby bench, gently places Vincente next to them. As Martha attends to Curt's arm, Peter, short on breath, slowly sits on the ground and takes the time to rest.
Once he's done, he looks up to see the both very worried and very grateful looks on the Connors' faces and remembers his lack of a mask as sirens begin to flare in the distance. He frantically looks through his pockets and on the floor before realizing that he must have dropped it in the laboratory. Before Peter can begin to fully panic, however, Curt, using his good arm, pulls a handkerchief out of his pocket and hands it to Peter. "Don't worry, it's clean," Curt jokes reassuringly as a wide-eyed Peter, quickly understanding what Curt's gesture means, takes the handkerchief and turns it into a makeshift mask that covers his mouth. Seeing Solo's fedora in some nearby bushes, he quickly grabs that as well and puts it on his head, taking some time to make it fit. Once he's finished with that, he then turns to the Connors with a grateful look and quietly asks if they're alright.
"Besides the arm and some minor cuts and burns, I think we're fine," Martha says, her eyes filled with gratitude. Peter nods and says that that's good before going to leave. However, he quickly whips around when Curt calls out to him, saying that they are indebted to Spider-Man and that they'll always be happy to help should he ask. Peter, a tear threatening to well up in his eye, says he'll think about it, to which Martha and Curt simply smile back. As the sirens grow louder and closer, Curt quickly tells Peter to go, and Peter doesn't hesitate as he runs through a nearby alleyway.
We then cut to a hospital room as Urich finishes informing Harry and Menken of what he and Spider-Man found. Menken, who's sat on a hospital bed, gravely states that Oscorp can't-no, shouldn't buy Horizon Labs now. "If that madman was willing to commit such an atrocity over a grudge of any kind," Menken says with a pale face, "who knows what he would do if Oscorp drew his ire." He then asks Harry if he would be willing to tell his father about his opinion on the matter, to which Harry quickly nods and says that he will support Menken on the issue. Turning to Urich, Harry gratefully thanks Urich for the help and says that he'd be willing to pay him for all the trouble. Urich chuckles a little as he finishes writing something in his notepad and says that while he appreciates the gesture, the story he's gonna get from this is more than enough payment. Standing up, he thanks the two for their time and gives Menken his best regards on the leg before politely excusing himself and leaving the room.
As Urich closes the door behind him, he notices a small folded piece of paper on a nearby window sill. Gingerly taking the paper and unfolding it, he quietly reads, "The Connors are safe and Solo took care of himself. Thanks for the help, Urich. Would be happy to work with you again."
Urich's eyes widen with subtle surprise as he turns to look out the window. After searching for a few seconds, Urich sees a lone figure on a nearby rooftop wearing a trenchcoat and fedora watching him.
Spider-Man tips his hat to Urich.
Urich, a small smile on his face, tips an imaginary hat back.
As Spider-Man leaves, Urich takes one last look at the paper before pocketing it and walking away.
We cut to closing credits.