Peter feels great now Liz and Gwen appreciate him more as a tutor. Russian big game hunter, Sergei Kravinoff, who catches wild beasts with his bare hands and has a 'pet' lion, Gulyadkin, fails to overpower Spiderman. At ESU lab, Miles Warren agrees to transform him with leonine mutagen, transforming him into lion-man Kraven.

Cast: Josh Keaton, Dee Bradley Baker, Steve Blum, Angela Bryant, Lacey Chabert, Grey DeLisle, Brian George, Andrew Kishino, Phil LaMarr, Joshua LeBar, Peter MacNicol, Kath Soucie, Alanna Ubach, Eric Vesbit