A Better Genius is the pilot episode of Spider-Man's arc in Marvel: All New, All Different Chronicles.


Featured Characters

  • Spider-Man / Peter Parker (first appearance) (flashback and main story; origins revealed) (impersonated by Life Model Decoy) (leaves Midtown High School and joins Baxter Institute)

Supporting Characters

  • Sally Avril (first appearance)
  • Baxter Institute (first appearance)
    • Mary Jane Watson (first appearance) (joins team)
    • Michelle Cage Jones (first appearance) (joins team)
    • Ned Leeds (first appearance) (joins team)
    • Randy Robertson (first appearance) (joins team)
    • Carlie Cooper (first appearance) (joins team)
    • Nathan “Nate” Quill (first appearance) (joins team)
    • Zoe “Zoey” Gillan (first appearance) (joins team)
    • Sam Wilson (first appearance) (joins team)
  • Fantastic Four (first appearance)
    • Mister Fantastic / Reed Richards (first appearance)
    • Invisible Woman / Susan Storm (first appearance)
    • Human Torch / Johnny Storm (first appearance)
    • The Thing / Ben Grimm (first appearance)
  • Aunt May (first appearance) (flashback and main story)
  • S.H.I.E.L.D
    • Nick Fury (first appearance)
    • Damage Control
      • Robin Chapel (first appearance)
      • Unnamed employees


  • Master Planner / Otto Octavius (first appearance) (flashback and main story; origins revealed)
  • Vulture / Adrian Toomes (first appearance)
  • Oscorp
    • Norman Osborn (first appearance) (flashback and main story)

Other Characters

  • Uncle Ben (first appearance) (flashback only; deceased)
  • Midtown High School
    • Teachers
      • Principal Raymond Warren (first appearance) (flashback and main story)
    • Students
      • Harry Osborn (first appearance)
      • Annabelle "Anna" Brady (first appearance) (no dialogue)
      • Flash Thompson (first appearance)
      • Ashley Kafka (first appearance)
  • Rose Octavius (single appearance; flashback and picture only; deceased)
  • Stan Lee (cameo)


Peter Parker / Spider-Man is having a fight against the Vulture near Midtown High School while narrating his origins as a ordinary nerdy teenager who was bitten by a radioactive spider during a science trip at Oscorp, which was at the time caught up in a shootout between Oscorp's CEO Norman Osborn’s bodyguards and mercenaries working for the Master Planner, and with Peter’s Uncle Ben getting killed during the crossfire, leading a mourning Peter to start his crusade as Spider-Man. In Present day, though Spider-Man earns the students’ praise by defeating Vulture, Peter is scolded at by the students (including his longtime bully Flash Thompson) for not being there to take pictures of Spider-Man like some wanted him to do, as Peter complains to himself about the difficulty of being in two places at the same time. From the distance, Susan Storm / Invisible Woman watches everything, and is disgusted with the students' poor treating of Peter.

While resuming his activities at Midtown High, Peter just overhears Thompson getting praise by students (including fellow football jocks and cheerleaders) for getting their school team classified at the City’s High School Football Championship, and still feeling ignored by everyone, including his neglectful science teacher Otto Octavius, while also remembering really terrible days in school since last year. He is otherwise comforted by Principal Raymond Warren's adopted daughter Sally Avril, who has been his only friend in Midtown High since the incident in Oscorp. Later on, Peter attends to a school speech by Norman Osborn, the school’s benefactor, and his son Harry, the class president, who offer the students an internship at Oscorp to contribute for Midtown High. Many science prodigies accept the offer, but Peter (distrustful of Osborn and still blaming him for uncle Ben’s death) refuses and leaves the auditorium while taking a transfer order document with him. Later on, Peter and Sally are at their favorite restaurant with Peter’s girlfriend Mary Jane Watson, who is mutually displeased that Osborn was made benefactor of Midtown High, even after the incident in Oscorp. Just then, they meet up with the rest of their friends and fellow geniuses, consisting of Michelle Cage Jones, Ned Leeds, Randy Robertson, Carlie Cooper, Nathan “Nate” Quill, Zoe “Zoey” Gillan and Sam Wilson, as they watch an public announcement by their idol and the Fantastic Four’s leader Reed Richards / Mister Fantastic, who has created the Baxter Institute, an advanced high school of science and technology for gifted young geniuses, much to the young prodigies’ (especially Peter’s) delight and excitement, and to the displeasure of Osborn, who is watching the announcement from the live television in his office.

After an internship at Dr. Richards’ lab and signing his documents for school transfer order, Peter phones his Aunt May, who voices her support over her nephew’s interest in enrolling at the new school. Later, he suits up as Spider-Man to battle the Master Planner, a super-criminal with robotic tentacles and the mastermind behind previous attacks on Midtown High, and stop him from attempting to rob a bank as Mary Jane records the fight with Peter’s camera. After the Master Planner retreats, Peter and his friends are met with S.H.I.E.L.D. director Nick Fury, who offers to grant him a LMD (Life Model Decoy) to further help him conceal his identity in exchange of resources to help apprehend the Master Planner, whom Peter suspects to be someone from Midtown High. Next day, while Spider-Man is reported to be on the hunt for the Master Planner, Peter is in Midtown High gathering all of his personal items before delivering the signed transfer documents for Midtown High’s executives. He also overhears, to his disappointment, Ashley Kafka voicing her adoration for the school’s jocks by infamously teasing the nerds (including Peter) for "having friends outside Midtown High". Just as Peter is about to leave, Osborn confronts him over his absence from the Oscorp internship and demands him to withdraw his new enrollment, but Peter again refuses to heed Osborn’s wishes while loudly accusing him for indirectly killing his uncle one year ago. Suddenly, the school is broken through by the Master Planner, who arrives there to kill the Osborns. Spider-Man arrives to fight him while Peter (actually his LMD in disguise) rushes to call for help. Facing defeat, the Master Planner knocks some pillars to try to kill Sally and Principal Warren. Spider-Man saves the two, but the Master Planner takes advantage of Spider-Man's distraction and escapes while holding Norman hostage. Spider-Man checks the area where the Master Planner showed up from and discovers Octavius' belongings, confirming his suspicions that Octavius is the Master Planner.

As Sally rushes to call the police (on which she discreetly uses the LMD to contact Fury and inform him of the Master Planner's identity), Spider-Man rushes to confront Octavius, who is at the time planning to kill Osborn out of revenge for the accident with his robotic arms, which cost the life of his wife Rose. Just as Octavius drops Osborn off a rooftop to his death, Spider-Man arrives in time to save Osborn and confronts Octavius in a fight which takes place near Midtown High. Spider-Man (joined in the fight by the Fantastic Four) defeats Octavius and disables his robotic arms as the LMD (disguised as Peter) comes by and unmasks Octavius to public eyes, leading to Octavius getting fired from Midtown High before he is arrested. As the school begins to recover from Octavius' attack, despite Osborn and Principal Warren apologizing for the situation and offering him better benefits as a means to make amends, Peter (having made his decision and still distrustful of Osborn) still refuses their offer (which he only views as a failed excuse to convince him to withdraw his new enrollment) and leaves Midtown High before bidding a emotional farewell with Sally, who vows to still see him again more often when out of Midtown High. Later on, Peter is in the Baxter Institute building, where he is well greeted in open arms by his friends who also joined their new school and by the Fantastic Four, as Peter feels confident and ready to start the day anew.

Voice Cast

Special Cameo(s)

  • Stan Lee makes a cameo at the end of the episode as the concierge in Baxter Institute who welcomes Peter to the new school.


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