Folks, we’ve seen some pretty kickin’ rad/crazy-ass stuff in the first quarter of this series. We’ve seen redundant dinosaur armies, men made of bees and whatever kind of nonsense was going on in that Sunfire episode. But this one… hooooooboy.

In which all at least one, perhaps, of your favorite superheroes battle the Chameleon, channeling both Dracula and Agatha Christie.

The episode opens with a shot of The Chameleons Haunted Castle in the Middle of a Lake during a thunderstorm (the best possible establishing shot) within which the Chameleon himself is speaking to nobody in particular about his nefarious plan to lure seven super heroes to his lair and kill them one-by-one in increasingly elaborate deathtraps. This is noteworthy because, for no reason at all, Chameleon speaks in rhyming couplets, and because while he is doing so he is executing little tiny statues of each of those super heroes with unrelated deathtraps. This ranges from shooting lightning at a little Namor doll, too opening a trap door beneath a Shanna the Jungle Queen so that it drops into a teeny tiny lava pit while cackling madly. Also, The Chameleon sounds like Mr. Slate from the Flintstones trying to sound like Dracula. He also changes his appearance to match the different heroes as he’s talking, just in case you weren’t quite able to guess what the Chameleons gimmick was from his name.

It is so beautifully nuts that this has become my new favorite Crazy-ass thing to happen in the first three minutes in the series.

Anyway, cutting away from the Haunted Castle and the Rhyming Dracula dressed like Cobra Commander to New York the Spider-Friends are… just running around pointlessly. Not even trying to justify it by saying they’re “on patrol” or talking about how web-swinging clears the ol’ head or anything. They’re just tearing ass through the city like a bunch of hyperactive toddlers.

The Chameleon apparently predicted this and left written invitations to his secret villain lair on WOLF ISLAND exactly where they happened to be wandering at the time. Spider-Mans invitation is upside down under an eave of a building where he stopped to catch his breath and everything.

Also, Iceman crashes into both Firestar and Spider-Man because he was reading the note while he was piloting his glacier through a crowded street instead of watching where he was going.

Dammit, Bobby.

Peter explains to Aunt May that they three of them have been invited to a Secret Get Together on WOLF ISLAND MANSION and she insists they take her dog, Ms. Lion, with them. Because Aunt May is old and kind of crazy.

Later, the Spider-Friends (and dog) arrive at Wolf Island Mansion and note that it looks exactly as you might expect a place called Wolf Island Mansion would. Iceman freezes the lake so they can all cross which causes Namor the Submariner to burst out of the water, call Iceman a damn fool and express his general displeasure that the mysterious summons to Wolf Island he received also included D-listers like the Spider-Friends, then he storms off to the mansion on his own.

Inside the mansion, the Spider-Friends meet the rest of the guests; Doctor Strange: Sorcerer Supreme, Captain America: The Living Legend and Shanna the She-Devil who… nobody in the show knows about either (according to Wikipedia, she watched her father accidentally kill her mother with a gun when he was trying to shoot her mothers pet leopard, so she decided to become a conservationist and went all jungle-y to fight Poachers.) Then the Chameleon breaks in over the loud speaker to tell the assembled heroes that he is going to kill them one-by-one and give the audience a brief synopsis of each characters powers. Except Captain America, who he just calls a “super-fool”.

Namor doesn’t really want to bother with fighting the Chameleon, and he CERTAINLY doesn’t want to hang out with Iceman, so he decides to just leave, wherin it is revealed that the Chameleon has put a forcefield over Wolf Island because That
Is How
The Chameleon
Rolls

Namor yells at the force field a bit and then the Chameleon chimes in again to give another little short poem about how he’s going to kill everybody.

Seven Little Superheroes, in quite a fix.
One will meet fire, and then there will be six.

Since everyone now realizes that they have to fight the Chameleon they opt to do the reasonable thing and immediately split up. That makes sense when fighting a master of disguise, right? Anyway, the Submariner explores WOLF CASTLE a bit and finds an Olympic sized swimming pool in one of the rooms, and immediately goes for a swim in it. For those not familiar with the comics, Namors powers are fueled by continued exposure to water. But the swimming pool was a trap! A CRAZY ASS trap!

It wasn’t full of water, it was actually full alcohol, which dried up the Sub Mariner, and then a secret LIGHTNING CANNON built into the ceiling shot electricity into the pool setting it on fire!

HOLY CRAP YOU GUYS! THAT JUST HAPPENED!

On the rooftop, Spider-Man is checking around to see if the Chameleon is… just standing around up there, I guess. He isn’t, but he stumbled into another of the Chameleons traps by falling into the mansions chimney. It’s not the flashiest trap, but it hinges entirely on the fact that Spider-Man is awful at his job and thus, it works flawlessly. The Chameleon copies Spideys appearance and leaves him there in the chimney.

Meanwhile in the… jungle (?) Captain America has teamed up with Iceman, presumably because Iceman needs constant supervision. This was a wise decision since Iceman immediately steps into a trap, like, two seconds after Captain America tells him to be careful of the traps they were about to walk into. Cap tries to save him but trips a different trap that causes wooden spikes to rain from the trees (??).

Luckily, just then Spider-Man shows up and tells Cap to leap into a nearby pond because he’ll be safe there. Cap does so and WOULDN’T YOU KNOW IT, it’s actually a pit of quicksand. Spider-Man makes a half-hearted attempt to save Cap with a webline, then runs away laughing when it fails. Somehow, during all of this, nobody thinks that Spider-Man might be the Chameleon in disguise, despite the fact that his eyes are glowing, and his voice has a spooky re verb and the fact that he just buried Captain America in Quicksand and laughed about it.

Though, to be fair, a lot of that can easily be chalked up to Spidey being bad at his job.

The Chameleons deception is revealed when Aunt Mays dog shows up right the hell out of nowhere and growls at him. Also, Firestar and Dr. Strange show up, realizing that the “Let’s Split Up” plan was awful. The Spider-Friends (and tagalongs) follow the dog back to the mansion where Spider-Man is just now climbing out of the chimney. Iceman freezes him solid on the spot thinking he’s the Chameleon again (who… just trapped himself, I guess? I don’t know, I don’t try to understand Icemans thought-processes) and then apologizing when he realizes he almost killed his friend. For the second time this afternoon.

Meanwhile, at the mountains (…how big is this island, seriously), Shanna is… wandering around when suddenly she falls into the next of the Chameleons traps when the entire mountain falls into a drain hole and I am not exactly sure at what I am looking at here. Anyway, Shannas dead. Whatever. Moving on.

The Spider-Friends run off to save Shanna after Dr. Strange gets a telepathic message that she’s in danger (just go with it) and they follow what appears to be Shanna but is actually Chameleon. The dog barks at him again and the Chameleon opens a tiny, dog-sized trapdoor underneath it before running into a cave network in the mountains that have not been flushed down the drain.

Firestar chases the Chameleon while everyone else busies themselves with the dog-rescue attempt. Seperateed from the group, Firestar is beaten when Chameleon opens all the caves secret Liquid Nitrogen vents which is pretty lame compared to every other trap he’s used so far, I have to admit, and dumps her into an empty room.

Chameleon, after changing into Firestar sends a giant robot cyclops after Dr. Strange. The remaining Spider-Friends realize that Firestar is Chameleon in disguise when she does not immediately start setting the robot on fire, but by then it’s too late and the cyclops eats Dr. Strange. Also, Shanna turns up alive after surviving “somehow”. They all chase the Chameleon but Shanna falls down a lava shaft in the middle of the pursuit. I’m not really sure why she even bothered to survive the first trap.

This alos means that Spider-Man and Iceman are the only superheroes left. Lordy. Lordy. Lordy.

Iceman immediately tries to break the forcefield, presumably so he can leave and go get some DECENT superheroes to pal around with, and gets shot by a Heatray for his troubles and tossed into a room adjacent to the one that Firestar was being held in.

Firestar wakes up from her gassing and does what she does best, which causes Iceman to think that the Chameleons plan was to boil HIM. So he cranks up his ice powers to cancel them out, which starts to freeze Firestar again.

Holding back the snark, that’s actually a pretty good plan for Chameleon. The back-and-forth goes on until the temperature changes burst the water-pipes over Firestars room, flooding her and tearing down the wall. Iceman sees his mistake and gets a floor-mounted blowtorch in the face.

Spider-Man starts wandering Wolf Castle trying to find ANY of his friends and falls into YET ANOTHER trap door landing in the web of a giant robot spider. Spidey destroys the robot with an exposed electrical cord and the explosion tears down the wall where the rest of the shows special guest stars are being held prisoner; Iceman in a cage of fire, Namor under a sunlamp, Firestar encased in ice and everyone else in a cage that I THINK was supposed to be electrified, but wasn’t because nobody bothered to animate that part.

Chameleon takes this time to start the islands Self Destruct and goes off to leave in his custom-built Helicopter that says “THE CHAMELEON” in bright red letters. Spidey frees his friends (and Iceman) and Dr. Strange teleports everyone to the roof. I have no idea why he didn’t think to do that earlier, would have saved everyone a lot of grief.

Iceman freezes the helicopter in midair, the rest of the superheroes board it, and Aunt Mays dog out runs a fireball and then everyone laughs because the episode is over. Presumably the Chameleon is hauled off to jail.

Featuring Sunfire, nobody’s favorite former X-Man, and a profound lack of knowledge on how fire works from any member of the shows writing staff.

The episode opens with Iceman watching a meteor shower and noticing that one one of the meteors is about to hit New York. You’d think that some astronomer somewhere in the world would have already noticed that weeks ago and let, like, Reed Richards know about it or something. Anyway, the news that the city is about to be destroyed causes Firestar to suit up and immediately save the day, since she’s the only Spider-Friend that takes her job seriously. She does so by setting the meteor on fire. Since when all you have are fire-powers, every problem is something combustible.

Rather then, like, explode the meteor or anything like that, she increases the meteors heat until the rock grows wings and then steers it out over the East River and explodes it there. I… what? We’re two minutes and change into the episode, including the title credits and we’ve already hit the Craziest Damn Thing Firestar has Ever Done threshold.

Firestars…. completely inexplicable superheroics do not go unnoticed in Japan by Shirow Yoshida, the OTHER Fire-based mutant hero, Sunfire, or his Sinister Uncle who lounges around his Supervillain Base in Samurai Armor, flanked by Robot Minions.

It should be noted that Sunfire has no idea that his uncle is actually a bad guy at this point.

Uncle Badguy demands that Sunfire go and kidnap Firestar so they can use their combined Fire-powers to power up a perpetual energy machine. After Sunfire leaves, Bad Uncle reveals to… his robots… that his real plan is to use their combined fire powers to revive a giant fire monster he has sleeping in his basement.

Meanwhile, back in New York, the Spider-Friends are attending a carnival. Firestar and Iceman use their powers with Great Responsibility to screw with park goers while Peter fails utterly to win a stuffed bear for Aunt May. Exhausted from watching Peters repeated failures to do anything right, and she opts to go have a nap on the first seat she sees. Seriously, she’s in her jammies and everything.

Naturally, the first chair she finds is inside a helicopter which promptly takes off with a sleeping old lady in the front seat (…) and then, because in comic books, Helicopters have a 100% crash rate, it starts to crash. Firestar leaps to the action, and tries to save the helicopter by… well… setting it on fire.

The damnest part of it is that this plan works perfectly. Sunfire, who was showing off his Robot Minions to carnival goers, shows up to help Firestar by… also setting the helicopter on fire and restarting the stalled rotors with yet more fire.

Fire… is pretty magical, guys.

Iceman recognizes Sunfire from his X-Men days. Firestar invites Sunfire to dinner, which causes Peter and Iceman to immeidatly go out of their way to try to upstage him and impress her. These plans fail since in addition to being a powerful mutant with flight and heat-generating powers, Sunfire is also a master of Akido and knows how to pronounce dog breeds.

Sunfire is summoned back to his nice old uncles Supervillain Base and Firestar tags along. While Sunfire goes off to meet his uncle, she turns on a TV and promptly gets attacked by Robot Samurai for her troubles.

This is a TERRIBLE first date by any standard.

She incinerates the robot before Sunfire can return and their secret identities are kept safe. Not VERY safe, since there’s a robot who has been melted to slag by her feet, but if Sunfire can overlook that, so can we all.

Back at the Apartment, Firestar is wistfully looking out the window thinking of Sunfire, and Sunfire, still trying to kidnap Firestar has opted to turn to Sky-writing to get his message out. Which works perfectly.

Their second date (which, as far as Sunfire knows, is their first) works better and they have a romantic evening of saving planes by setting them on fire. Meanwhile, Spidey and Ice-Man decide to check out Sunfires Uncles factory under no assumptions of him being a super-villain and under every assumption that Sunfire is making time with their lady-pal! They immediately get captured by Uncle Bads Samurai Robots because… this is Spider-Man and His Amazing Friends, and nobody is good at being a Superhero. Iceman gets away from the Robots and leaves Spider-Man behind because he is an even worse superhero then Spidey.

On his way out, Iceman runs across Sunfire, who has finished his date and wanted to tell BAD UNCLE that his plan to woo fair-lady Firestar is going off without a hitch.

And he also immediately sets Iceman on fire. Automatically making him my favorite character in the show. While the two of them are busy fighting, BAD UNCLE slips a Mind-Control Hat on Icemans head which makes him pass out.

Firestar is juuuuust about to agree to help BAD UNCLE with his Perpetual Energy Fire Monster plan when one of the Robot Minions decides to take over the large TV screen and announce that Spider-Man and Iceman are still unconscious, and Firestar then decides that she has to save the day again. While she starts Flaming On, Sunfire does too and that was the Firemonster needed to wake up.

Sunfire FINALLY realizes that BAD UNCLE is a bad guy and goes ahead and beats up some Robot Samuroids and frees Spidey and Iceman so they can all fight the giant fire monster. Which BAD UNCLE is controlling with an Atari joystick, while shouting “DESTROY! EXPLODE!” into its ear using a jetpack.

I love you, Bad Uncle!

The Fires, Sun and Star, bemoan the fact that the monster stole their powers and Spidey has the brilliant idea of using the leftover energy from the Reactor “It’ll refuel your powers for sure! If it doesn’t Kill you first!”. He says that second part with a lot more menace then was really needed. Luckily, it works perfectly and nobody dies. Then everyone fights more robots because… there was still a few more minutes to fill for the episode. Mostly using the same animation from the last time it happened.

Back outside, the Spider-Friends decide its time to fight the Fire Monster by having the Fire-twins create huge flaming tornados in the river which suck up all the water and then throwing all that water at the monster and I’m not even sure if using fire as a channel for moving water is even the stupidest thing I’ve seen so far in this episode.

With the monster defeated, Bad Uncle is rounded up by the police and sent to a Crime Hospital to cure his being crazy. Sunfire goes with him and so, Firestar resumes being a swinging single.

And so the day is saved, and the only ones hurt were the thousands of people in New York city who were either crushed or set on fire by the monster. A heroic end, to a heroic day.

In which the Spider-Friends battle one of the most unstoppably powerful foes the Marvel Universe has ever seen, and also Dr. Doom shows up.

The episode opens with Dr. Doom performing what passes for an Evil Magical Rite on a Childrens Program form the early 80s on the top of the Haunted Mansion he built to serve as the Latverian Embassy in the middle of New York City. Which should tell you everything you need to know right away about Dr. Doom, in case you were not familiar with the man or his works. He stands on top of his Haunted Mansion for a bit and shoots at clouds and tells his assistant, Boris, to go fetch him a magical amulet that will grant Doom the POWER OF THE UNIVERSE. Boris, incidentally, is Dr. Dooms butler, and he dresses pretty much exactly like a Nineteenth Century European Aristocrat. He’s great.

Boris goes right ahead and steals that amulet without any fuss whatsoever, from the Dinosaur Exhibit at the Natural History Museum (?). The Spider-Friends didn’t show up at all save for Aunt May yelling at them to bring an umbrella.

Meanwhile, while Dr. Doom has been busy granting himself the POWER OF THE UNIVERSE, the Spider-Friends were at a Basketball game and are on their way home, just in time to meet the episodes true villain; Mr. Frump after he has been fired. And fired so badly that his former employer had picked him up and literally thrown him out the door. Peter recognizes Frump from when he used to run errands for Aunt May and then gives a half-hearted apology that he lost his job, and Firestar perkily says that she’s sure his luck will turn around soon.

Sure would be wacky if Doom acquiring All The Power of The Universe had any impact on Mr. Frumps poor fortune, huh.

The Spider-Friends then decide to race back home and change into their costumes in the middle of the street, mainly because they don’t give a flat-damn about keeping their identities secret, and Spidey barely go two feet before realizing that Dr. Doom is doing… something… and opt to fight him instead.

I mean, yes, he was doing something evil, but he didn’t know that before clobbering him. Seriously, Spider-Man straight up says “I don’t know what he’s doing, but anything Doom’s doing is worth UNdoing!”. then knocking him off the roof. I’m deducting a point just for jumping to conclusions, you dink

Surprisingly absolutely nobody, Doom drops the amulet off the roof and it lands right on Mr. Frump, granting the mopey old sad-sack All the Power of the Universe.

At this point, Iceman and Firestar both realize that Spider-Man has been out of sight for more then eight seconds, so he’s probably getting beaten up, so they rush off to find him and help fight Dr. Doom. Where they are promptly beaten senseless. DOOM does not care how dangerous his opponents are, he brings his A-Game to all his battles.

Frump, meanwhile, applies for another job and, when he tells his prospective employer to “Bug Off” he is slightly surprised to see the guy suddently turn into a beetle, and when he tells some annoying children to “go jump in a lake”, they promptly attempt to drown themselves. Momma Frump didn’t raise no fools, and he soon realizes that he is The Most Powerful Being in the Universe.

It should also be noted that after nearly murdering two children, and turning a man into an insect, he began to sneer with malice. And then manipulate the universe itself into giving him a free hot dog.

Back at the Doom fight, Doom has beaten Iceman with heatrays and freezes himself when Firestar does what she does best and SETS HIM ON FIRE. Seriously, watching Doom fight is like trying to win an “who would win in a fight” arguement with a seven year old.

Frumps still going around making his every whim come true (he went from “Hot Dog, please” to “GILDED CARRIAGE WITH MIGHTY STALLIONS” in one-wish flat) and then requests someone who would actually be his friend (it was a kitty named “Mabel”).

Aww, it would be sweet if he hadn’t just killed several people with petty insults.

Back at the HAUNTED MANSION, the astoundingly one-sided fight between Dr. Doom and several nincompoops is halted when Doom notices that the dramatic thunderstorm they were fighting in has suddenly become a land of Pretty Clouds and Rainbows and realizes that the Powers of the Universe have gone to some shmoe, and leaves the Spider-Friends alone for the moment. But not before using his armors weapons to incinerate some of the nice carpet that was replacing the sidewalks.

Frump has really weird tastes.

Finding Frump (or Frump summoned him, its not really clear which), Doom immediately starts toadying up to Lord Frump (as he now insists on being called), which means that Frump would feel obligated to use ALL THE POWER OF THE UNIVERSE to help Doom because he is a nice old man at this moment. And he opts to use his Cosmic Powers to summon up the Spider-Friends and kill them nice and proper for his new friend. Which he proceeds to do, and Frump and Doom share a hearty laugh.

Frump then decides to conjure forth Aunt May, since she was the only (non-cat) living thing to ever be nice to him. She is understandably upset to have been suddenly teleported across town and made witness to three dead Superheroes and a laughing wizard in Science-armor, so Frump revives them to make her happy. And takes away their powers, to make Doom happy. Also, despite lacking super-powers, Iceman is still a man made of ice and Spider-Mans webshooters stopped working despite there not being anything super about them.

Also, Frump has again upgraded his title to Lord Frump: Master of the Universe.

Frump also starts wishing for increasingly pointless things, like “All the Money in the World” and “a Super-Duper TV set” before Doom snaps at him and insists that he build a Colosseum so he could force the Spider-Friends to fight mythological creatures for his amusement.

Doom is a man with high ambitions.

After setting Genghis Khan, a Cyclops and Cerberus on fire frump gets bored and summons up the Weirdest Thing in the Universe, which is some kind of Lovecraftian monster mostly made up of tentacles. Aunt May reacts POORLY to being forced to watch while a Shuggoth eats the Spider-Friends and points out that Lord Frump: Master of the Universe is kind of a dick. Frump decides to set her mind to ease by turning into “Wonderfrump: The Most Powerful Superhero in the World” who promptly defeats the alien and then whisks Aunt May off to the sky.

Doom politely points out to the Spider-Friends that Frumps gone nuts and they should put their differences aside to save the world from him. The Spider-Friends agree because… it’s not like they’ve been doing so well up until now.

Doom tricks Frump into reversing the amulets magic away from Frump and into himself. Because the spell took a couple minutes to kick in, the Spider-Friends break the amulet again denying Doom All the Power of the Universe and turning Frump back into an unemployed sadsack and all the people Frump accidentally killed are back to life and everyone forgets the whole thing happened.

A Happy Ending for Everyone!