Just like Rocky Balboa, Manhattan’s friendly neighborhood Spider didn’t hear no bell. During the eight-episode run of the Prime Video series, Spider-Noir, Nicolas Cage‘s wall-crawling crimefighter endures a pair of brutal bouts that make the Italian Stallion’s battles with Clubber Lang and Ivan Drago look like shadow boxing. Episodes 4 and 8 throw the Spider against Dirk Leyden, aka Megawatt, played by Andrew Lewis Caldwell, a supervillain that’s positively — and literally — electric. (Just don’t confuse him with Spidey’s other sparky foe, Electro.)
In both fights, Cage’s alter ego appears thoroughly overwhelmed by Megawatt’s mega-brutal electric attacks. And to make matters worse, the brawls happen in the rain-soaked streets of 1930s-era Manhattan, with crowds of onlookers reacting to each body blow the Spider sustains. In true Rocky V fashion, the hero appears down for the count multiple times, but keeps getting back on his feet for one more round until he finds that lucky opening to put the bad guy away.
According to Spider-Noir creator and showrunner Oren Uziel, the idea of Megawatt wiping the floor with the Spider just seemed natural. “I mean, this is an older version of the Spider, so these fights aren’t going to be easy for him,” he notes to Gold Derby. “These villains he’s facing are stronger than he is, so he’s going to get his ass kicked a little bit. We talked a lot about how every scene has its own story and that’s the rope-a-dope story — he’s getting his ass kicked but he’s learning as he’s going. He’s learning his foe’s weakness and then taking advantage of that.”
It also helps to have a couple allies in the fold. For the Spider vs. Megawatt rematch in the final episode, for example, Flint Marko, aka Sandman (Danny Huston), goes from fighting the Spider to tangling with his fellow goon after Dirk attacks Flint’s girlfriend, Cat Hardy (Li Jun Li). But it’s still the Spider that gets to deliver the killing blow, putting the electric villain on a collision course with an oncoming train.
“That second fight is complicated because of the interpersonal dynamics that are happening there,” Uziel explains. “He’s fighting the Sandman and Megawatt, so it’s technically a two-on-one fight. But the Sandman doesn’t hate the Spider in the same way that Megawatt does. Flint is far more concerned with protecting Cat than hurting the Spider, so it’s much more complex than just having them all fight each other.”
Uziel gives full credit to Cage for being willing to take a serious beating in both fights instead of insisting on a flawless heroic victory. “One of the beautiful things about working with someone like Nic is that there’s no insecurity there at all,” he says. “Whatever is best for the story and whatever is best for the character is all that matters to him. And he also knows noir — he knows that at the end of the day, even if you win, you’re going to lose.”
Fortunately, Spider-Noir has been on a serious winning streak since its late May launch on Prime Video. The series has won critical praise and strong viewership numbers that could propel its star into the Best Comedy Actor race at the 2026 Emmys — and maybe allow a Season 2 to swing onto streaming in another year or two. Under our careful questioning, Uziel shared some other secrets from the Spider’s freshman season of sleuthing.
The Testament of Dr. Spider
Here’s how you know that Ben Reilly isn’t an ordinary Spider(-man). Instead of a radioactive spider bite, the show’s fifth episode reveals that the World War I veteran received his arachnid powers from the sharp teeth of a POW camp prisoner who had been subjected to horrific medical experiments involving spiders. “That was an invention for the show,” Uziel notes, adding that it’s rooted in the very real traumas of that particular war. “There’s some real history there, and lots of horror and unease in the medical tools they used during that time. It’s so cinematic and lends itself to noir.”
That episode also veers away from Hollywood noir and into the realm of German Expressionist masterpieces like Fritz Lang’s The Testament of Dr. Mabuse and Robert Wiene’s The Cabinet of Dr. Caligari — movies that are foundational for horror cinema. And there are plenty of freaky moments in Episode 5, with surrealistic spider imagery and creature effects.
“Those films toe a strange line because they’re both fun and dangerous,” Uziel notes of the Expressionist classics he channeled. “I feel like we landed exactly where we wanted to be as well; it’s not about making gross-out moments. I had no interest in going too far with the horror.”
Power less
Sorry, Uncle Ben — Ben Reilly isn’t a believer in your whole “With great power comes great responsibility” vibe. In fact, as Cage vocalizes during the series, he’s all about having no responsibility despite his great power. “He’s just so avoidant,” Uziel says of Reilly, who lost the love of his life due to his abilities. “He’s desperately trying to not have to engage with his power, because the last time he did, it ruined his life. It’s like the end of Chinatown, right? He can’t let Chinatown happen again.”
But when presented with the chance to rid himself of those cursed powers courtesy of an antidote, Reilly’s inner hero appears to get the better of him. Granted, some of those vials are reserved for his super-powered foes and others break in the course of the climactic fight. But never at any point does the Spider decide to simply inject himself and turn his back on his native city. Still, Uziel does firmly believe that if there was an extra antidote-filled syringe left at the end of the series, the Spider would be no more.
“He would have taken it,” the showrunner says without any hesitation. “This is noir! Would we have regretted it immediately? Maybe. But he would have done it.”
The stuff that Season 2 is made of
Prime Video has yet to officially confirm a second outing for the Spider, but Uziel says that Ben Reilly’s next mystery may already be lurking outside his office door. “Having read a thousand detective novels, what I love about this genre is that all you need is the next knock at the door,” he says. “Then someone new comes in with a whole new set of problems and things to discover.” He’s also open to a bit of a time jump — although not too far into the future to, say, the 1950s, when noir entered its final years as a Hollywood staple. “Let’s get to World War II first before we worry about the ’50s,” Uziel insists with a laugh.
And rest assured that Season 2 will likely still allow fans to watch the series in either black-and-white or color — a release strategy that Uziel describes as “challenging, but worthwhile.”
“It was an opportunity to have fans both versions of these two genres that you’re smashing together,” he adds. “There’s the noir genre that’s historically black-and-white with hard lighting and shadows, and then there’s the comic book genre which is poppy and vibrant. If you’re a noir fan, it’s like you’re getting to watch a Humphrey Bogart movie in the bright colors of comic books. And, vice versa, if you’re a comic book fan, here’s a noir aesthetic that you maybe haven’t seen before. So please go watch Double Indemnity and The Maltese Falcon after Spider-Noir — you’re going to like them.”
