After Cat learned the truth about Ben’s identity as the Spider in Spider-Noir season 1, episode 4, Ben and Cat grab a bite to eat at a diner, and she asks him to tell her how things started.
We flash back to Ben in the war over in Germany. He reaches the POW camp as Ben and his unit storm the camp. Ben enters the cells where the men are being held captive, and Flint helps save Ben from a guard as Addison and the others are freed. Ben and Private Smith pressed deeper into the compound and found men restrained in beds connected to various creatures, including a praying mantis, snake, and lizard. He finds one man in bed who has been transformed into a spider hybrid, and the spider-man bites Ben’s arm before they shoot him. Ben gives the order to burn the entire place down. After they’ve all escaped, we see the men assembling for the photo as Ben collapses on the side of the street.
Ben notes it took some time to relearn how to be more human after his attack. He went to the movies to study the way the actors moved and spoke. His arachnid genes are still inside him, the tics and thoughts and impulses, but he manages to suppress them most of the time.
Cat suggested that Flint’s powers came from the same place as Ben's. Ben admits he took the case as he wanted to learn from Flint, as something that gave them the same powers could perhaps take them back. Cat asks if he would really want that, and he admits all he’s thought about since Ruby died is being just Ben Reilly.
Robbie goes to see Robert Walters at the Bugle, and Robbie offers to let the Bugle publish his latest story on one condition: they run his piece as-is or not at all. He wants Walters’ word or he’ll take it to the Herald. He also wants the Bugle to print a retraction about Flint and Lonnie and his job back.
We see Flint making his way down an alley as he walks into a building and finds Lonnie. Flint notes that Silvermane takes care of his own and offers him a job working with Silvermane. Lonnie says he won't work for another white man, but Flint says they need to take what they can while they can. Flint suggests they take life by the balls while they still have life in them and asks him to hear Silvermane out.
Robbie, Ben, and Janet inch closed to the truth about Flint, Lonnie and the others
At Ben’s office, Ben, Janet, and Ronnie are reviewing photos of veterans from the POW camps. It was all part of a failed super-soldier program the Germans were running. Ben wonders why they are all getting their powers now as they come to discover they were all seeing the same doctor at the VA. According to Lonnie, this Dr. Fabe sought them out.
Across town, Silvermane questions what the Spider’s angle was, and Cat suggests he’s just trying to get by like everyone. That’s when Flint and Lonnie enter the room. Cat congratulates Flint on his promotion as Silvermane excuses her away to talk business with the boys and tells her to look for a new band and a younger singer.
Robbie heads down to the VA asking about Dr. Faber. As Dr. Faber comes to see Robbie, Ben breaks into her office upstairs. Robbie questions the connection to how four of her patients have ended up having superpowers. She notes she’s not at liberty to discuss patient information with anyone other than the police. She excuses herself as he notes that the men only started displaying their powers after they entered her care, and he suggests she’s to blame. This triggers her to react that everything she does is done for a reason.
Upstairs, Ben pulls out several of her files and hears Dr. Faber approaching. Ben puts on an act and sneaks away, having dropped the files out the window in a web before leaving. As he exits, Dr. Faber’s right-hand man, Ogden, recognizes Ben as the man who freed them in France. She sends him after Ben, but he reaches them too late as Robbie and Ben flee before Ogden catches them.
Lonnie and Flint burst into the police precinct and toss the officers away until they reach Layden, the man with the electrical abilities, as Silvermane enters the room to make him a deal to join his team. Once freed, Layden takes pleasure in killing the detective who had been interrogating him with a deadly kiss that electrocutes him, killing him instantly.
We learn that the prisoners were injected with radiated materials and had their genes altered. Ben tells Robbie how the guy who bit him was dying, but he lived somehow. Ben asks Robbie to let him tell Cat about Flint if he’s going to die, as he doesn’t want her to hear about it in the paper. He asks how deep he is in with Cat as Ben gets a call and cuts the conversation.
Ben goes to see Silvermane and finds Flint, Lonnie, and Layden. Silvermane called Ben to pass along a warning to the Spider, a warning that it's in his best interest to play nice and stay out of the battle with the Mayor. As Ben leaves, Flint comes to see him and tells him he knows about Winston. Flint says he knows he set Winston up for Cat. He didn’t tell Silverman, as he doesn’t want Cat dead, but he makes it clear this was Ben’s one pass for saving Cat.
Ben confirms Flint is dying which leads to a shocking betrayal
Ben heads to Cat’s and enters through the window. He tells her that Flint is back with Silvermane and tells her he knows about Winston. Cat admits she’s worried about him, and Ben says she should be. Ben explains that Flint and others have been seeing Dr. Faber, and her treatment only made things worse, and Flint is likely going to die. She asks when, and Ben explains that every time he uses his powers, he gets closer to death. She asks to be alone as she sends him away, but Ben asks her what is left for them here. He suggests that they leave New York and head to Santorini, where she could start her own club and he could bartend and work for her. He doesn’t know what this is, but he’s willing to find out.
Ben takes Janet out to breakfast the following morning to tell her he’s going to leave town. She quickly realizes it’s Cat as Ben admits it’s crazy because they’ve only known each other for a few weeks, but he owes it to both of them to explore things. Janet tells him she’s really happy for him.
Cat begins to pack her bags as there is a knock at the door. She grabs the gun from her dresser as she approaches the door. It’s Lonnie who has come to talk about Flint. Cat goes to the theater and finds Flint and offers to help. She assures him that what she did, she did for them. She didn’t tell him because he would say no because he’s more loyal to Silvermane than to her. He says he would have killed Silvermane for her if she just asked and gave him the chance. He suggests that maybe it’s time he accepted he’s just muscle for a gangster. His anger leads him to smash a beam that nearly falls onto Cat, but luckily Lonnie steps in to save her.
After Flint storms off, Cat asks if there was any hope to save them as Lonnie says there is only one thing they could do to try. She needed the Spider, as she thinks his mutation is more stable than theirs and could be the answer to this. The only problem is that she has no idea who he is or where to find him.
Dr. Faber is beginning to pack things up in her lab, knowing that once the story is published, the authorities will be coming for them. She doesn’t want to give up, but Ogden assures her she’s done all she can; they have to go. That’s when Cat arrives and asks her if she can truly help Flint, Lonnie, and the others if she can find the Spider. Cat asks if Dr. Faber will promise not to harm the Spider as she then reveals his identity to be Ben Reilly.
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