This week, Spidey witnesses the rise of one of his most famous foes as he tries to wrangle a little personal time from Nick Fury’s tight schedule.

We begin as we usually do, with Peter fighting some B-List villain on the streets. This time, it’s Whirlwind, and he’s having a bit of a tough time getting the tornado-slinging villain in line. Someone is trying to communicate with Whirlwind using a comm device in his helmet, but Spider-Man manages to wrangle it off his head using his webs. They crash to the street and Peter throws up in Whirlwind’s helmet, just as Director Fury arrives on a jetpack (natch). Fury scolds Peter for all the collateral damage on the street and tells him that he needs some more SHIELD training. But Peter rebels, saying he needs some “me time” and leaving Fury in the dust. (Fury takes no for an answer? Really?) He arrives at home to find Aunt May gone for the weekend. Excited about his new found freedom, Peter starts a party (of one). But before he can truly rejoice, he finds a tiny spycam in his stuff, with a SHIELD logo on it. “FUUUUUURRRYYYYYYY.” he yells.

On the helicarrier, Fury chastises Peter for his callous attitude about being monitored, and Peter is furious that he’sbeing spied on. “This ain’t my first rodeo, kid.” Fury says. “What does that even mean? And why is it your answer for EVERYTHING?” Fury goes on to say it’s part of SHIELD’s security protocols, and that it’s what he signed on for. Peter says he’d never sign on for anything like that. (Cutaway to Peter signing a contract without looking while Fury verbally explains the contract. Think every time you have to update iTunes.) Fury proves he’s not the only one, turning on some monitors with our teenage heroes: “We had to sign it!” says Ava. “Nick Fury says sign, you sign. Man up.” says Luke. “Sometimes the act of watching is not the same as the act of seeing.” says Danny. “Of course I signed it! Lovin’ my jetpack by the way!” brags Sam. Peter and the Jetpack: A forbidden romance. Fury tells Peter that the cameras are actually to help keep his loved ones, like Aunt May, safe while he’s not there. But Peter is still miffed and leaves, ready for his “me time.”

In Doctor Octavius’ lab, he tries to observe Spider-Man’s weaknesses, while Norman Osborn ridicules him, claiming he’s wasted his time and his money and threatens to cut him loose. Terrified of being fired, Octavius vows to bring Spider-Man in himself, so Osborn can have his weaponized Spider-Army. Having given himself “new hands”, i.e. a circular saw and a tazer attached to the galvanic arms. At Coney Island (or something like it), Peter, still in his Spidey costume, rides a rollercoaster, only to be plucked out of the air by a crazed Dr. Octavius.

Octavius makes attempts to subdue Peter, all the while rambling about how Osborn abuses and humiliates him, calling him “he.” “Who is he? You should reference all your pronouns.” Peter says before getting knocked out of the air. It should be noted that this is the first time these two have ever officially met, making another fresh deviation from Raimi’s take in which Peter basically witnesses the birth of Doc Ock. In this show, we have no idea how Otto Octavius becomes what he is. (And given this show’s track record with origin stories, we may never. It’s a good thing and a bad thing.) Spidey is quipping and fighting, as per usual, and tries to come up with a clever name for his new foe, since he doesn’t seem to have one yet. “I am a DOCTOR! I am not insane!” Octavius rages at him. “I am the twilight of your creeping existence.” Finally, Peter has it – Doctor Octopus.

Octavius traps Peter in a funhouse. “You’re not even close to my league.” he says to his multi-armed foe. “And what’s that, Spider-man? Little league?” To which Peter whines “Awww.” He is outquipped, for once. Octavius gets the upper hand and electrocutes Peter. Meanwhile, Osborn is watching footage of Spider-Man and gets a call from Octavius, who shows Osborn that he has Peter in his lab. Osborn presses Octavius to find out Spidey’s secret, but Octavius says that he’ll take his sweet time and do what he wants. Before Octavius can dissect Peter, he wakes up and a fight ensues. Peter tries to fend him off while he finds a way to contact Fury. It won’t be so easy. They’re in an underwater lab. Peter finds all of the photos and surveillance that Octavius has on him. “Everything I am, everything I’ve become requires that you be put down like a sick pet.” Octavius says, while tied up on the floor. Peter manages to contact Fury and SHIELD gets a lock on his location – 100 feet under the East River. Peter uses his webs to cut off the respirator on his suit and Octavius starts choking and gasping for air. Osborn, always sensitive, fires Octavius and destroys his lab from Oscorp. Water starts rushing in and Peter goes to make a break for it when he sees Octavius drowning. Because Spider-Man is a hero, he manages to save the both of them before passing out.

Peter wakes up in the helicarrier, and Fury tells him that they couldn’t find Dr. Octopus and that all the tech in the lab was destroyed. But what they salvaged, they’re turning over to Dr. Connors. In case you forgot, in this world, Dr. Connors works for SHIELD and has yet to become a giant lizard man. So that’ll be fun. Fury and Peter compromise on the SHIELD security camera. Fury promises to have them wiped within 24 hours. But not before showing all the embarrassing footage to the rest of the team.

For a show that’s all about Spider-Man, he hasn’t really fought a lot of people from his own rogue’s gallery, and Spidey has one of the best. But it’s a little surprising that it took three Venom-related episodes before Doctor Octopus got one of his own. But this was definitely one of the best villain-related episodes, and both the voice acting (the indispensable Tom Kenny) and the character design are really good. Dr. Octopus is a great villain and this show actually treats him with a modicum of respect. But I’d definitely like to see Spidey fighting more… well, Spidey-Folk. But we’ve still got Norman Osborn brewing as well as a pre-Lizard Curt Connors, so good things may be on the horizon.

As for everything else, the humor was pretty good this episode, and the few cutaways they used were actually pretty funny, especially the “This ain’t my first rodeo, kid.” segment. I kind of wished they hadn’t segued the “Peter learns a lesson” part into there, because getting miffed about being spied on? Seems perfectly reasonable. But it’s a small qualm, really.