Spider-Man's Most Bizarre Story Pit the Wall Crawler Against… Aunt May?!

Welcome to Adventure(s) Time’s 118th installment, a look at animated heroes of the past. This week, we’re returning to 1981’s obscure Spider-Man series, which aired in syndication in the same era Spider-Man and His Amazing Friends premiered on NBC, even though the shows featured different voice actors and continuities. (It’s streaming now on Disney+, after years of being unavailable.) And if you have any suggestions for the future, let me hear them. Just contact me on Twitter.

The show doesn’t offer specific writing credits, but online databases list Don Glut as the writer of “Arsenic and Aunt May,” which just might be the strangest adaptation of Spider-Man’s origin ever. The quirky episode opens prosaically, with Spider-Man helping the police locate a cat burglar who’s hiding out in an empty train station. Spider-Man corners the crook and is informed by the police that he’s owed a citation after all he’s done to help them out.

The cat burglar is sent to prison, where we discover he’s despised by his fellow inmates. Why? As the unnamed crook explains to his cellmate, everyone knows he’s connected to Spider-Man’s metamorphosis from performer to superhero. From there, the episode presents a fairly straightforward retelling of Spider-Man’s origin. (The latter half, as obviously the crook wouldn’t know about the radioactive spider biting a meek teenager part.)

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Spider-Man is a “big-time TV star,” literally counting out a stack of cash as an oily showbiz type tells him to leave the crook chasing to the “sucker superheroes.” Oddly, the show doesn’t dramatize Spidey standing by as a thief robs the television station. Presumably, this happened just seconds before he was given that stack of bills to count out.

What it does depict, however, is the thief entering the Parkers’ home, with a quick shot of a terrified May and Ben, seconds before Ben’s “fatal accident.” Soon, the burglar is apprehended by Spider-Man, who spends the rest of his days fighting crime instead of making variety show appearances. What does this have to do with the cat burglar? He’s the cousin of that crook who murdered Ben Parker. And the cellmate he’s explaining this to?

It’s the Chameleon. Who not only receives some intriguing color choices from the animators (only in his earliest appearances were those goggles colored beige), but is also gifted with a Bronx accent in this interpretation. Chameleon without a vaguely threatening European brogue already feels fundamentally wrong, but having him sound like a working-class longshoreman is simply bizarre. Not that the episode gets any less nuts from here.

Recalling that Peter Parker always has the best shots of Spider-Man, Chameleon breaks out of prison and institutes a scheme involving Peter’s Aunt May. His female partner befriends May and aides him in creating the illusion that Ben is speaking to May from the grave!

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Colleen arranges for May to visit a medium called Mentarr (Chameleon in disguise, of course) who gifts her with an amulet to help her connect with Ben. The amulet emits a “hypno-gas” that releases a murderous rage within Aunt May! Under the influence, she has Peter arrange personal meetings with Spider-Man, where she attempts to kill him with drugged milk, flying potted plants, insecticide and a freshly baked cake with a bomb hidden inside.

When Spider-Man actually sees the holographic image of Ben that appears in May’s bedroom at night, he realizes something’s wrong. (Just think, Chameleon’s scheme involves sophisticated disguises, a fabricated business, hypnotic gas and holographic technology, all to trick to an eighty-year-old woman.) Later, after Spider-Man receives his citation at a public ceremony, he’s trapped by the Chameleon, who’s eager to ruin Spider-Man’s shiny new public image.

Chameleon’s been too good at manipulating Aunt May, however, as she spots him in his Spider-Man disguise and sneaks into the back of his van. Obeying her programming, she leaps from the back of the van and attempts to kill “Spidey” with her bare hands! Seriously. She goes straight for Chameleon’s throat!

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May’s so desperate for blood she even pours acid on the steering wheel and releases a smoke bomb, which would just as likely cause her death as the Chameleon’s. Luckily for Chameleon, Spider-Man’s escaped from the earlier trap and arrived just in time to save him from the wrath of an octogenarian gone mad. The villains are sent to prison, while Peter tucks Aunt May in for the night. Having recovered from the hypnosis, Aunt May is willing to admit that Spider-Man is…”not so bad, after all?” Peter asks.

“No!” she replies. May’s certain Spider-Man was the true villain behind this whole fiasco. Peter shrugs, realizing you “can’t win them all.” And, as strange an episode as this, the ending feels true to something you’d read in an early Stan Lee/Steve Ditko issue. Heck, you might remember writer Don Glut as the person behind the first live-action Spider-Man film, a 1969 fan film that featured Glut himself playing Spider-Man!

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The animation models on this show are remarkably close to the comics, which is surprising when you consider fidelity to the source material wasn’t a priority in these days. The styling might be more Romita than Ditko, but this is a faithful rendition of Chameleon’s earliest look from the comics.

Chameleon’s female partner is unnamed in the episode, though various online databases identify her as Colleen. That’s the name she gives Aunt May while in disguise, which might in fact be her true name, but it seems unlikely she’d reveal that while incognito.

The Avengers not only exist in this continuity, but even have their own animated television show. Aunt May wishes all superheroes were as clean-cut as the Avengers, unlike that Spider-Man.

Chameleon, discerning a connection between Spider-Man and the Parker family, later plays an important role in the comics, as he’s revealed as the villain behind Peter’s impostor parents in an early 1990s storyline.

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Linda Gary, who’ll go on to voice Aunt May in the first season of the 1990s Spider-Man, provides the voice of Chameleon’s female aide. And Morgan Lofting, best known as the original Baroness on  G. I. Joe, is the surprising voice behind Aunt May on this series.


It’s bizarre to think this is only the second time we’ve seen Amazing Fantasy #15 adapted for television. It’s not as if any of the flashback scenes are “wrong” — they’re admirably loyal to the initial story, to be honest. But witnessing the direction the episode goes in later is stunning. It’s possible the story is inspired by Batman #47’s “The Origin of the Batman!” by Bill Finger and Bob Kane (or, more likely, one of his assistants.) This is the comic that established Joe Chill as the killer of Batman’s parents. When members of the Gotham underworld discover Chill is the person ultimately responsible for creating Batman, they react violently. Chameleon isn’t angry with the burglar’s cousin, but the connection does inspire some criminal schemes.

I can’t think of any story in the comics that has Uncle Ben’s killer realizing he was the first crook apprehended by Spider-Man, but it is an intriguing concept. And the episode does have a point — given that Spider-Man was a star even before he became a superhero, of course the burglar would’ve told everyone about the time Spidey just stood by as he raced past with recently stolen loot. It also creates a wrinkle in the traditional Spider-Man status quo — not only is Peter Parker Spider-Man’s personal photographer, but he also happened to be a close relative of Ben Parker, the man murdered by the first crook ever apprehended by Spider-Man? Does anyone ever ask Peter about this?

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Not that this episode doesn’t raise its own questions. Really, if the Chameleon is going to mention as a specific plot point Peter Parker’s connection to Spider-Man, it’s implausible he’d be unable to discern his secret identity by this point.  And why is Aunt May hypnotized into killing Spider-Man, while Chameleon’s plot requires him still alive, so that he can be embarrassed after finally receiving his public accolades? We won’t be asking why Chameleon had faith a frail, elderly lady could incapacitate Spider-Man, though. It’s too goofy, and outright entertaining, to complain about.

Hey, my comics-themed novel Black Hat Blues, is now available on Audible! If you follow this link, you can check it out with a free trial!

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Amazing Fantasy #15 has been adapted countless times, but never quite like it was in “Arsenic and Aunt May” from the Spider-Man TV series.

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