Chris Sims: Hello, everyone! David Uzumeri is on vacation, so for this week's installment of ComicsAlliance's in-depth reviews of mass-media super-hero projects, I'm joined by War Rocket Ajax co-host Matt Wilson. And before we continue on with Superman, we're going with something a little different.

Matt Wilson: Yes, a pivotal touch point in both our childhoods, the 1990s Spider-Man animated series, and its episodes adapting the already-insane Secret Wars event. Chris, I'm kind of scared for how my memory will compare to what this really is.

Chris: You should be. The Spider-Man cartoon hit the airwaves in the wake of Batman: The Animated Series and X-Men, and it was was definitely popular. It ran for five years, and even when it ended, it was due to a legal dispute rather than ratings. The thing is, it was not very good. It is, however, available on Netflix and at, so feel free to follow along!

Matt: I'm watching the opening credits now, and I remember them vividly, yet I'm astonished at how downright nutty they are. Really badly computer animated buildings! impossible to understand lyrics! That logo that really made it seem like Spider-Man was supposed to be spooooooky! Bafflingly prominent Venom!

Chris: Yeah, this is most definitely the single worst theme song a super-hero cartoon has ever had. I mean, Avengers: Earth's Mightiest Heroes is no picnic, but at least it doesn't just devolve into a robot voice chanting "SPIDER BLOOD, SPIDER BLOOD" at you. Who exactly thought that was a good idea?

Matt: The same person who thought the best soundtrack for Doctor Octopus running down nondescript corridors was some SHREDDING! WEEDLY WOWWWWWW WEE WEEE WEEEEEE WROOOOOWWWWWWW

Chris: Even though it had its problems, and is pretty firmly rooted in some awful '90s designs and characters, I still have a lot of fond memories of this show. Much like Kevin Conroy and Batman, Christopher Daniel Barnes will always be the Spider-Man voice I hear in my head. This episode, though... Guys, it is nuts.

Matt: And it does not mess around. Right from the get-go, we've got Spidey floating around in Madame Web's Purple Smoke Dimension (above), and he's having a pretty bad trip.

Chris: The Secret Wars comic that this three-parter is based on is pretty weird to start with, but the way they translated it to TV just added entirely new levels of bizarre, and this Madame Web stuff is the first part of that. Apparently she is now a servant of the Beyonder who flies around in a spider-themed Mobius Chair.

Matt: Madame Web was kind of insanely pivotal to a bunch of episodes of this show, especially in later seasons. I never really got what her agenda was at the time, but now I'm pretty sure the writers just called her "Madame Plot Deivce."

Chris: Well, giving her crazy Beyonder powers would certainly help with that. This time around, she has dragged Spider-Man out to space so that he can participate in a cosmic science project about the nature of Good and Evil, featuring a Beyonder who somehow looks even more ridiculous than the Jheri curled disco-jacket version that showed up in the comics.

Chris: He looks like Jim Lee rebooted Anton LaVey.

Matt: I love how he starts out as a Star Trek creature -- a pair of disembodied eyes floating through some clouds -- and then he turns into something "more familiar," and that's the protagonist of an Iron Maiden song, with hair-horns.

Chris: The Beyonder explains that he wants to know if Good or Evil is more powerful, so he's found a planet that's completely at peace and decided to throw a bunch of super-villains at it to see what happens. And to be fair to this show, the explanations of why he chose these particular villains are actually really interesting.

Matt: The Beyonder is really out to give people with advanced degrees bad names here.

Chris: He picks Dr. Octopus to represent evil justified in the name of science, Dr. Doom to represent evil as a lust for power, the Lizard to represent someone who struggles with trying to control his evil impulses, and the Red Skull to represent just pure old-fashioned Nazi evil. For evil in the name of a greater good, he also goes with Alistair Smythe, a character that I'm only slightly familiar with, but man, do I want to talk about this dude.

Matt: Much like this show really pushed Madame Web as a character, the writers were obsessed with making Smythe one of Spider-Man's super big bads.

Chris: And he seriously has the worst design ever. He is a shirtless dude with a squared-off flat-top mullet and what appear to be two gigantic floppy dongs growing out of his shoulders. This is me when he was on screen: :(

Matt: The show skipped over Spencer Smythe to make Alistair the creator of the Spider Slayers. Then, he was a disabled scientist and mostly a normal, conflicted guy. Eventually, he turned himself into a slayer, which resulted in the arm-finned guy you see before you. In his Wikipedia entry, the description of his TV-show background is like twice the length of the rest of the article.

Chris: How exactly were shoulder dongs going to help him beat Spider-Man?

Matt: The power of distraction, my friend. Spider-Man is monumentally dumb here. His plan for stopping the Beyonder from ruining a civilization--something entirely within his power--was to shoot some webs at his chest. This considering that the Beyonder doesn't even really have a chest.

Chris:He does, however, have a computerized Official Handbook of the Marvel Universe hooked up to a Star Trek transporter. So with the bad guys established and running rampant on the paradise planet, Spider-Man finally gets to pick his own gang to deal with them as the captain of Team Good, and we get to experience our hero's hilariously dimwitted thought process firsthand as he goes through it all out loud.

Matt: It's lucky for Spider-Man that he has that computer, because he sure has a hard time remembering any other superhero's name. "They fight Doctor Doom. The Fearless Five? And that lady who controls the weather. Rainia?"

Chris: Spider-Man literally says, out loud, to himself, "Now... who's fought that 'Dr. Doom' guy before and won?" And he has to stop and think of the answer! And the thing is, Spider-Man has met most of these people before.

Matt: He also works for a newspaper.

Chris: Spider-Man: Pretty dumb.

Matt: I love the way he talks to the computer. "Bring me the one called STORM!" Like he's a king asking to be entertained.

Chris: He only gets to that after trying "bring me one of the X-Men!" too. Spider-Man's team ends up being Iron Man, Storm, Captain America and the entire Fantastic Four, effectively outnumbering the bad guys right from the start. And spoiler warning, he's going to get two more recruits pretty soon.

Matt: Of course, this is a three-parter, so they all have to fight each other for like 10 minutes even though they know each other and are all friends.

Chris: I like how everyone is instantly mad at Spider-Man, to the point where they're interrupting his explanation to demand that he explain himself.

Matt: Can we talk about how weird looking The Thing is here?

Chris: Have at it.

Chris: They got his hands wrong, for one thing. Uh, no pun intended.

Matt: There's a point where he says something smells bad here, and he points to his nose. Why in the world would they point out such a strange-looking thing? It's like, more detailed than anyone else on the show's nose, even though it's on a rock guy. Also: He has lips, and that's TERRIFYING.

Chris: He is weirdly off-model, that's for sure.

Matt: It also sounds like Storm is a different voice actress than the one from the X-Men cartoon, which is really odd.

Chris: There's a part where she goes "Boys, boys! Can't we settle this quietly?" where she sounds like they literally just grabbed the first grandma they could find and had her do line readings.

Matt: "Storm would be a good fit because of her powers and also maybe she can pack us some lunches in the morning!"

Chris: The Lizard is also involved in this scene, and when he tries to escape to get back to the rest of the bad guys, Shai Hulud / Tremors / a Thresher Maw (pick your own pop culture reference!) shows up to cause a ruckus. Apparently he was not walking without rhythm.

Chris: And... look. I know it's almost impossible to do a giant worm without it being super-phallic, but I get the feeling they just went ahead and gave up on this one pretty early in the design process. So much if this show is dongs, dude.

Matt: Its lasers come straight out of the tip. This fight goes on forever. We get a shot of The Thing running up and punching a worm, followed by that same shot, just mirrored. Filler like cray.

Chris: It's almost worth it for Captain America straddling a giant worm and shouting "It doesn't even feel my fists!" while the worm ejaculates laser beams.

Chris: This aired on television, you guys.

Matt: Reed Richards says, "Spider-Man was telling the truth!" Because Spider-Man's a notorious liar about the planets he's teleported to, I guess.

Chris: Eventually, they remember Sue Storm has powers and she puts a shield up to stop the giant worms from penetrating Team Good's fortress, and we suddenly get a plot that's about trying to fix the power source to protect them from the worms. Keep in mind, this is a show where Dr. Doom and the Red Skull are like two towns over, waiting for the good guys to show up and fight them.

Matt: Then they remember that another member, Storm, has powers. Spider-Man asks, "Hey, Storm, can't you create lightning and stuff?" And Storm's like, "Oh, yeah, didn't even think of that."

Chris: Spider-Man having to remind Aunt Bea that she has lightning powers is maybe the low point of this entire saga, and we've got 40 more minutes left to go.

Matt: It's a very small step up to Spider-Man's attempts to rally a team that doesn't really have any choice but to be on a team. Where are they going to go? "You know what? Nah. I'm gonna go hang out with those penis worms."

Chris: They also fix the Lizard's brain so that Curt Connors is in control, and then finally decide to go fight the bad guys. Oh and they also decide that Spider-man should be in charge, not, say, Captain America.

Matt: And Spider-Man says he's going to record the fight so that "The greatest war ever fought isn't...a Secret War!" Dude. Captain America is RIGHT THERE.

Chris: Did World War II feature an epic battle against dong worms? I THINK N- wait, I think Tales of Suspense did have a story like that.

Matt: Anything with Alistair Smythe in a key role can't be the greatest anything.

Chris: Now, the second part of this story is where things get really weird. We open not on Battleworld, but in Transylvania (!), where Blade and Morbius the Living Vampire (!!) are trying to kill Blade's mother (!!!) with the help of the Black Cat (?!).

Matt: The music here is a-may-zing. It goes back and forth between the normal score and some synth stuff that I'm pretty sure really influenced Justice.

Chris: Lilith is getting ready to kill Blade and Morbius, but fortunately Black Cat - voiced by Jennifer Hale, a.k.a. Mass Effect's Commander Shepard - shows up and rescues them with a well-timed Paragon interrupt.

Matt: Though it involves threatening someone with a sunlight gun(??), which may make it Renegade. It's a thin line.

Chris: Morbius also straight-up picks up a teenage (vampire) girl and throws her head-first into another dude to knock them out, so there's a lot dubious morality going on here. Point is, you would be forgiven for thinking this was from an entirely different show than the one we've been watching for the past twenty minutes, until Black Cat dissolves and teleports to Battleworld.

Matt: She isn't happy when she arrives, which is why I guess I'll forgive her not realizing that the guy in the getup that's a flag and has a big A on his forehead is Captain America.

Chris: There are basically two settings for these characters: Incredulous and stupid. And sometimes the switch gets stuck in the middle.

Matt: Stupcredulous.

Chris: Storm has gone out to rally up some of the locals for an assault on the bad guys, which I guess happened while we were watching The Blade and Morbius Adventure Hour because they're definitely treating it like it's not a brand new idea that we've never seen before. Spider-Man, continuing the theme of the show, wants to "mount a rear stealth attack," but the surprisingly bloodthirsty aliens will only give him eight hours to prepare.

Matt: The Fantastic Four have also disappeared to take on Dr. Doom themselves, and Captain America, who, by the way is voiced by Solid Snake himself, David Hayter, complains about Spidey's plan. I assume it doesn't involve enough cardboard boxes.

Chris: Spider-Man tries to apologize to the Black Cat for teleporting her to an alien planet to go on a suicide mission, but she's having none of it. And in her defense, that is not something you can really smooth over in an afternoon.

Matt: That's why Jennifer Hale would spend like 30 hours prepping everyone she knew for a suicide run about 15 years later.

Chris: With the FF off on their own adventure, the rest of the heroes head out on a little field trip and end up walking across an NES game's "Volcano" level when their car gets banged up by a sandstorm. Meanwhile, the surprisingly whiny Red Skull has a meeting with Alistair Smythe, who has built a giant robot with a super-creepy smile.

Matt: They get super-giddy about showing each other their surprises. I expected Doc Ock to step out and show off his new engagement ring.

Chris: I think it's important to point out that every single bad guy on this show has a ridiculous foreign accent. The only one who doesn't, the Lizard, turns good. Apparently the Beyonder teleported these guys in from the '40s.

Matt: Man, if you're going to take over a whole planet in a year and build helicopters and stuff like these guys did, you gotta do it classic-style.

Chris: Back with the good guys, Captain America awkwardly hits on the Black Cat, and brother, I hope you like bizarre, drawn-out origin recaps. I mean, you like comics, so I'm pretty sure you do, but still.

Matt: Just before that, we see Iron Man's poppin' and lockin' moves while he dodges some rocks. He really gets down in that heavy robotic suit!

Chris: And then one hits him, and we discover the Invincible Iron Man's one secret weakness: Being bashed with a rock. Seriously. He almost dies.

Matt: Clearly, he's invested more in his dancing than his armor design.

Chris: Matt, you're a bigger Spider-Man guy than I am. Was the whole Captain America tie-in ever a part of Black Cat's origin in the comics, or was that something created for the show, like John Jameson bringing the alien costume back from the moon?

Matt: It was for the show. In the comics, Felicia Hardy's dad was a cat burglar, and got her powers the same way as the Scorpion.

Chris: But here, she literally has the Super Soldier Serum. The Black Cat is the second Captain America. Blacktain Americat.

Matt: And somehow her dad worked for the Red Skull? As a child? It makes pretty much no sense. The only similarity with the comics that I can see is the Kingpin's involvement.

Chris: Spider-Man gets hella jelly over all the hot and heavy origin swapping that Commander Shepard and Solid Snake are getting up to, but while he's stewing about all that, there's a sudden volcanic eruption and Iron Man almost dies because he is seriously f***ing awful.

Matt: Then Black Cat almost dies, and Captain America's rope holds up when Spider-Man's web doesn't, because Freud.

Chris: Iron Man sucks so hard on this show, for real. Not only will he apparently die if he wanders away from a power outlet for ten or fifteen minutes, but the Lizard - the f***ing Lizard! - has to both suggest a solution and do all the repair work on the armor. Curt Connors, a geneticist, has to fix the armor that Iron Man built himself. Apparently by tweaking his robot nipples.

Matt: Iron Man mentions that the suit keeps his heart going, and Spider-Man makes a pun that causes me to pass out for a few hours.

Chris: You don't miss much. We're more than halfway through this and the good guys haven't even actually seen the bad guys yet. Instead, all of the fighting is being done by the peaceful aliens, who are so bloodthirsty that they're going to go ahead and launch a direct frontal assault with no support rather than wait five minutes for Spider-Man's crew to arrive.

Matt: A planet that has never known evil but that has a pretty big standing military. That's some pushy politics, Spider-Man cartoon from the 1990s.

Chris: Team Good eventually gets into the Red Skull's fortress, and in one of the most hilarious actions we've seen yet, Dr. Octopus pulls out a gun with one of his robot arms and starts shooting at Iron Man.

Matt: Unintentional Hilarity really ought to be the title of this episode, what with all the continued talk about "the back door" and "the rear flank." "We've got to help the rebels! The robots are pounding them!" Come ON.

Chris: Unfortunately, laughter dies completely when Alistair Smythe squeezes his arms together and spurts something out of his shoulder-dong. I do not like that one bit.

Matt: Luckily, he starts using those phalluses (phalli?) for good.

Chris: Smythe makes a half-hearted face turn and stops the robots from pounding the rear flank all night long, but Black Cat ends up going after the Red Skull and getting bondaged up by Doc Ock instead. I can assure you, it's not as exciting as it sounds.

Matt: I want to know: Where did the bad guys get all this equipment? They showed up on Battleworld with nothing, and now they've got spaceships and stuff.

Chris: I guess they just seized the technology from the people who were already on the planet, and then sent those people off to... remember how to make guns, it looks like. Kind of a bad move on their part.

Matt: So Smythe spent literally a year enslaving a peaceful people, only because he wanted to "get home to his father."

Chris: And working to build Nazi death robots.

Matt: Great plan, bro!

Chris: Doc Ock and the Skull get away, but after Spider-Man saves the Black Cat, she gives his ego a good stroking to get his head back in the game.

Matt: First thing, we get a quick reminder that Spider-Man's been keeping notes through this whole rock-dodging, back-flanking adventure, even though the second episode's writer kind of entirely forgot that.

Chris: Also, didn't Peter and Mary Jane get married in the cartoon before this, making his whole jealousy thing and the giddy makeout with Black Cat pretty sketchy? I guess what happens on Battleworld stays on Battleworld.

Matt: If I remember right, Mary Jane wasn't really Mary Jane at this point anyway, and boy this show got weird.

Chris: Oh right, she was a clone with Hydro Man powers. How silly of me to forget that.

Matt: "Honey, I should break it to you: Black Cat kissed me." "Well, I'm not really a person and by the end of the series I'll be basically dead. Let's call it even."

Chris: Back in our story, Spider-Man and the Lizard fight a giant crab robot, and like many things that happen in this story, it only sounds like it'd be fun to watch.

Matt: The animation is so weird. Everything looks like it's happening in slow motion, or there are frames missing or something.

Chris: "Weird" is a funny way to spell "bad," but you're right. There's a lot of this sequence that's built around making the Lizard fit the role of "Strong green guy in purple pants" that the Hulk played in the original Secret Wars comic, to the point where they establish that the more he uses his strength, the more his Curt Connors personality gets subsumed by the Lizard. Except they maybe should've done this, you know, sometime before the last act of the story?

Matt: It took the entire first act to bring him to the good side. Pacing is no strong suit here. But, yeah, there are several substitutions here that make what was a Marvel story a Spider-Man-centric thing. I could think of dozens of heroines who would be preferable to Black Cat to get involved. She-Hulk or someone.

Chris: Either way, Spider-Man and the Lizard stumble across the Fantastic Four, who are firmly set on "Stupid" for the duration of this scene. Well, the three of them that are left, anyway: the Thing has been kidnapped, and he remains Incredulous as we finally get to see the bad guy we've been waiting for.

Matt: So many hilarious voices here. Johnny is about two tones away from sounding like Hesh on Sealab 2021, and Dr. Doom's voice is just silly. His colony on the planet should be named New Chocula.

Chris: Here is everything you need to know about the Spider-Man cartoon's version of Dr. Doom: He sounds like Dracula. It is amazing.

Matt: "I've kidnapped one! Two! Three superheroes! Ha-ha-ha-ha!"

Chris: Doom has the Thing chained up so that he can blast him with an "elemental splitter." There's ample time to rescue him, but instead, the FF and Spider-Man stand around for another origin recap, eventually walking to New Latveria over the next, what, three or four days?

Matt: So many questions here. What are Captain America, Iron Man, Storm and Black Cat doing that's more important than this? Why didn't Spider-Man already know how The Thing turned into a rock man? Why does the world's smartest man pronounce "idyllic" as "idealic?"

Chris: Well, "idyllic" would refer to a utopia or paradise. "Idealic" clearly refers to a society built around baseball and penny-farthing bicycles.

Matt: So Spider-Man, Lizard and the FF get invited to Doom's place, because they're apparently conscious of decorum after last episode's flanking, and we get another hilarious voice. Non-Thing Ben Grimm is a John Travolta impression.

Chris: That's right, everybody: Ben Grimm has been... un-Thinged!

Matt: But he can re-Thing when he wants to, like, you know, when he needs to open a pickle jar or whatever.

Chris: Sadly, he still has freakishly disproportionate limbs.

Matt: "This man...these forearms!"

Chris: Dr. Doom gave Ben the ability to turn back and forth between his rock monster form and his normal human style in order to show that he was dedicated to doing good and creating a paradise of hilarious Transylvanian accents.

Matt: How'd he do it? Robots. That is the entire explanation.

Chris: To be fair, those robots are pretty sweet, and the fact that Doom has one floating behind him at all times ready to hand him a mirror so that he can look at his own handsome-ass fixed-up face whenever he wants is pretty, pretty great.

Matt: "Mirrorbot 5000: You wont find a better mirror-distributing robot on the market!"

Chris: Having been presented with nothing but examples of Dr. Doom's benevolence, including granting his oldest friend the one thing he wanted more than anything else in the world, Reed Richards immediately flips out and calls Dr. Doom a fraud and charlatan and tries to punch him in the face. Good vs. Evil, everybody!

Matt: Of course, it was all a ploy to gain Ben Grimm's trust so that he'd take Doom to the Beyonder's big teleporty machine so that Doom could zap the Beyonder with the same ray he used on Ben and steal all his powers. Seems like there might have been an easier way to make that happen, but okay.

Chris: Hey, those CGI asteroids aren't easy to get to when you're a traditionally animated super-villain. And amazingly enough, Doom's machinations work exactly as planned.

Matt: It appears that the Beyonder and Madame Web have just been sitting around looking at a chess board thing this whole time. Who would have thought being the Beyonder would be so dull?

Chris: Much like this show, he is Beyond your human ideas of boredom.

Matt: He then assembles Team Good in his throne room and invites them to live in New Latveria. Seems like a decent offer, but Spider-Man won't have one crazed megalomaniac stealing powers from another crazed megalomaniac.

Chris: Doom's response is a snotty "who would want to give up your super-powers?" and Spider-Man gets crazy self-righteous, saying that he wanted to give up his because of power, responsibility, you all know where that was going. But when you get right down to it, that is basically Spider-Man saying it totally sucks to go out and help people all the time. Thanks a lot, Spidey.

Matt: "Don't help anyone, Dr. Doom! Just eat these Cheetos and watch these 30 Rock DVDs with me! Team Good!"

Chris: Doom teleports Team Good away, and we get the best unintentional innuendo yet: "The Beyonder still exists inside Dr. Doom." Perhaps another attack on the rear flank is in order?

Matt: With the Beyonder you gotta go beyond that. Divide and conquer. Anyway, the Good Guys decide to attack Benevolent Dictator Doom, and Doom retaliates by dropping a rock on them, about a minute after he mentioned he promised Ben he wouldn't hurt them.

Chris: And then, instead of showing us what's happening underneath the mountain, we get Spider-Man's voice over what is literally a still picture of a mountain that someone is moving in front of a camera to represent struggle. I swear to God, that is what happens.

Matt: The heroes break out somehow from being crushed under a mountain, and Dr. Doom goes sleepy time because having Beyonder powers takes a lot out of a guy.

Chris: Not only that, but everyone decides to take a nap!

Chris: And it is never explained how the heroes manage to survive having a mountain dropped on them! I guess the Lizard is that strong now?

Matt: Teamwork can move mountains, Chris.

Chris: Then maybe it's a bad thing that Spider-Man decides to go settle Doom's cosmic-powered hash on his own.

Matt: He arrives to discover that Doom's dreams are coming to life as gargoyle monsters. Doom is horrified and tries to stop them. Doom is so unDoomy in this!

Chris: Yeah, it's like, Doom immediately feels bad about it and Spider-Man yells at him for creating "products of an unhappy mind!" Depression does not make one a super-villain, Spider-Man. You jerk.

Chris: Or if his depression was personified as a fuzzy bathrobe or umbrella rather than, you know, murderous gargoyles.

Matt: That's the '90s for you.

Chris: Doom flips out, probably because Spider-Man won't stop yelling at him for having brain problems, and goes off on a comforting rant. Fortunately, this allows Ben to zap Doom with the power separator, and the Beyonder comes out and that is apparently what ends the entire conflict.

Matt: You'd think that Doom would have taken that power separator out of the equation with his nigh-omnipotence, but it's cold sitting there on the ground.

Chris: The Beyonder is pretty smug about this whole thing, talking about how Good triumphed over Evil, when really, Dr. Doom sent all the other bad guys home himself and pretty much kicked everybody's ass. Good basically wins on a technicality.

Matt: Everybody gets teleported to a chess board floating in space, in case you needed an even more literal metaphor. (And since when has chess been played with one team being pretty much three separate entities anyway?) Storm gives a speech about how Team Good was "true heroes" that acted totally honorably. Whatever you gotta think to get through the day, lady.

Chris: Then the Beyonder is like "haha, just kiddin' bro, this was all a test for the real awesome stuff that's coming up soon!" And then the show got canceled two episodes later.

Matt: It's a huge anticlimax. Everyone goes home and forgets everything. Nobody even learned any lessons about rear flanking or surviving having a mountain dropped on them.

Chris: All we learned is that sometimes, Marvel putting its most marketable characters together in a big adventure doesn't quite work out the way they hoped.

Matt: The Avengers, May 4, in theaters everywhere!

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