The Revenge of Arnim Zola
3, 20
The Revenge of Arnim Zola
Air date September 26, 2015
Written by Brandon Auman
Directed by Tim Maltby
Episode Guide
Attack of the Synthezoids


Halloween Night at the Museum
I am all-powerful! I need only a suitable form, a superior body to match my superior mind!


Spidey's classmates engage in a fight to give Spidey the chance to break free from Arnim Zola's clutches.


After the events of Attack of the Synthezoids, Cloak teleports the remaining students onto the S.H.I.E.L.D Tricarrier to rescue the captured heroes.They are met by Arnim Zola, who ambushes them with more hybrid Synthezoids, now taking the form of Juggernaut and Doctor Octopus and another taking the form of Scorpion and Whirlwind. They are forced into a fight, where Rhino and Agent Venom still show signs of hostility towards each other due to Flash's bullying days. The team emerges victorious, though Cloak is captured in the process. The trio make their way to the Reactor Room, where they encounter Zola once again. As they fight, Rhino and Flash's bickering becomes an increasing issue, and they are scolded by Spidey after Zola nearly throws him into an electric vaporizer and the two are too busy to help.

They continue forward, and find a room full of capsules containing the captured heroes. After taunting the three, Zola emerges in a much larger, newly constructed body and attacks. As the fight progresses, Zola manages to access the captured heroes' powers and he hits Venom with Nova's blast. Eventually Venom and Rhino are both overpowered and placed into Stasis Pods themselves. Spidey attempts to break them out by cutting the cables providing power to their pods, but is taken by Zola before he is able to complete the job. Zola explains that while he has intelligence, weapons, and power, he still needs a body before he is able to complete his plan. His Synthezoids have short life spans of only a few months, but as he sees it Spidey is a perfect candidate. Spidey is taken into a chamber inside Zola's body and his eyes glow red before he passes out.

He finds himself transported into a mysterious room covered in Hydra symbols. Zola's voice appears, explaining that they are now inside the virtual version of his mind. He emerges in the form that he sees himself as, and Spidey attempts to fight him. He comments that Zola has forgotten what it's like to be human, but soon notices that he is flickering out of existence. He realizes that he and Zola are switching bodies, and inside the mind Zola turns into an identical copy of Spider-Man, save for a hydra emblem on his chest.

Meanwhile, in the real world, the last cable connecting to Rhino and Venom's pods falls off and the capsules power down, releasing the two. Venom realizes that Zola has taken Spidey into his body, and the two promise not to let him down this time. They combine their power and break open the chamber using Rhino's horn and Venom's webbing, and they drag an unconscious Spider-Man out of Zola's contraption.

Inside Zola's mind, Spidey is still fighting the body-transfer, but finds that he doesn't need to anymore. Zola angrily states that someone has interrupted the transfer. He disappears, along with Spider-Man, who is taken to another section of Zola's mind and calls for help from anybody who could be there. Spider-man sees the rest of his team, who tell him that Zola is absorbing their power too. Nova tells Spidey that he can still fight Zola, and tells him to take their powers too.

Venom and Rhino try in vain to wake Spidey up, but are distracted from their task when Zola reactivates his mechanical body, demanding they give back Spider-Man. The two attempt to get Spidey to safety, but Venom is trapped under a pile of boxes, and Rhino soon joins him. Zola attempts to finish them off, but Spidey takes control for a brief moment to inform them of the situation, and the two are relieved to see he is alive. The moment does not last long, however, and Zola takes control again. He traps Venom and Rhino, and takes Spidey's body back into the chamber.

Zola finds that Spider-Man is no longer in the prison with the rest of his team, but finds him soon enough when Spidey initiates a fight. Now Spider-Man has the upper-hand, and defeats Zola with the help of his friends' powers. Before he can celebrate, however, Zola's mind is coming crashing down around him.

Venom and Rhino break free of their restraints just in time to see Zola's mechanical body collapse, and they rush to rescue their friend from the smoking contraption. They retrieve Spider-Man's body, but when he does not wake up they wondered if they rescued their friend too late. It's not until a moment later, when Rhino roars directly in his face, that Spider-Man awakens. He questions whether he is in the afterlife, as Rhino and Venom are finally getting along. He is immediately crushed in a hug from his overjoyed friends. Spidey is glad the two have finally gotten their act together, and the trio is about to release the students when Zola shows up on the monitors overhead, his consciousness having been transferred wirelessly. Spidey breaks open Amadeus' pod to borrow the Iron Spider suit and releases a electromagnetic pulse that destroys all the electronics in the area, including the pods holding his friends captive. It seems there was only one thing left undestroyed; an old television that Zola is now trapped in, which Spider-man promptly turns off.

The students are safe, and the Academy is now being rebuilt. Director Fury comments that there was some discussion as to whether the school should be rebuilt, but Spider-Man refutes this, saying that it isn't the building that makes a school, but the people inside. He decides that it was totally worth it, and the episode ends.


Main Characters

Supporting Characters


  • Arnim Zola
  • Synthezoids
    • Hybrid Synthezoid 4 (Juggernaut and Doctor Octopus)
    • Hybrid Synthezoid 5 (Scorpion and Whirlwind)

Other Characters




  • When Spider-man acquires Nova's powers, he says "Go, go, Nova Blast!", which references Inspector Gadget's catch phrase "Go go gadget..."

Marvel reference



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