New York, 1933. Ben finally tells Cat the story of how he became the spider, in a World War I flashback to a German prison camp where he stumbles onto a room of grotesque human-animal experiments and is bitten by the worst-transformed subject of them all. Back in the present, the pieces accelerate: Robbie wins back his job and the right to run his story straight, Flint recruits Lonnie to Silvermane's cause, and the crew breaks Megawatt out of custody in brutal fashion. Ben and Robbie uncover Dr. Faber's files and learn her experiments are killing the very veterans whose powers she awakened, a revelation that sends Cat into a spiral. Desperate to save Flint, and told that the spider may somehow be the key to stopping the deaths, Cat makes her choice. When Faber asks who the spider is, Cat gives up Ben's name without hesitation, and the episode end ...