Betrayal sits at the centre of Matters of the Heart, and the episode turns it over from every angle — personal, political, and painfully intimate. Spider‑Man finds himself torn between the memory of Mary Jane and the quiet warmth of Naoko and Shane, afraid that even feeling something for this new family is a kind of disloyalty. Bromley, hardened by years of loss, makes the terrible choice to hand Spider‑Man over in the desperate hope of saving his brother. Sir Ram plots treachery of his own, scheming to use Spider‑Man as a weapon against the very creator he serves. And then there is Durwood — the darkest betrayal of all — a man who has traded his humanity for rank, torturing those beneath him and turning on his own brother for the promise of power.

Every betrayal in this episode comes from a different place: fear, grief, ambition, survival. Some are understandable. Some are unforgivable. And some, like Durwood’s, are so corrosive that the only possible ending is the one he receives — a fall into the very pit he once ruled, consumed by the survivors of his cruelty. It’s brutal, but it’s poetic, and it leaves Bromley standing in the wreckage of a family that was already lost long before Spider‑Man ever arrived.

Matters of the Heart is an episode where loyalties fracture, motives blur, and every character is forced to confront the cost of the choices they make. And by the end, the only person who walks away with his integrity intact is the one who never stopped trying to do the right thing, even when everyone around him was breaking.

A day at the baseball stadium stirs memories of Mary Jane for Spider‑Man, prompting him to slip away from the crowd. In the VIP box above, Lord Tyger watches the game, unaware that John Jameson, Karen O’Malley, and Bromley are observing him from the shadows. Convinced Tyger is more honourable than the other Knights, the Resistance attempt to approach him backstage. Git phases them into the restricted area, but Sir Ram intercepts them, triggering a silent alarm that floods the stadium with Bestial guards. The Resistance escape, but Bromley is shot and captured, left behind in the chaos.

Sir Ram wastes no time manipulating the situation, telling Tyger that the Resistance intended to kidnap him. Meanwhile, Peter spends a rare carefree afternoon at a carnival with Naoko and Shane, only to realise with a jolt that he may be developing genuine feelings for this makeshift family. Elsewhere, Venom and Carnage search for a new nest to advance their mysterious plans, but Carnage becomes distracted by a human protest. When tensions erupt into violence, Spider‑Man intervenes — though Naoko, seeing Peter vanish, assumes he has simply run off again.

Spider‑Man rescues Bromley from the riot, only to be lured into a trap. Bromley, acting strangely, helps subdue him, leaving Spidey confused and betrayed as he blacks out. His absence draws suspicion from both his employer and his landlord. When he awakens, he finds himself strapped into Sir Ram’s new laboratory, built specifically to dissect the secrets of the spider. Ram reveals his ambition to use Spider‑Man as a puppet to rise above the High Evolutionary, while Bromley refuses to explain his apparent betrayal. But when the experiment begins and Spider‑Man screams in pain, Bromley breaks — grabbing him and fleeing the lab.

Once safe, Bromley finally confesses. Before the Bestials took over, he had a family, a home, a life. When the war began, everything was torn away — including his brother Durwood, who was dragged into Wundagore Castle’s dungeons. Sir Ram promised Bromley that Durwood would be freed if he delivered Spider‑Man. Hearing this, Spidey refuses to condemn him and instead vows to rescue Durwood himself. Sneaking into the castle, he encounters Lady Vermin and flatters her into letting him pass. Beneath the fortress, he discovers a grim water‑purification plant where Bestials are tortured for their labour — and Durwood among them, now loyal to the regime and unwilling to leave.

The High Evolutionary arrives in person, overwhelming Spider‑Man with telekinesis and trapping him in a device that begins transforming him into the Man‑Spider. Only the sonic systems in his suit save him, shattering the machine and restoring him to normal. In the struggle that follows, Durwood falls into the purification tank and is consumed by the very workers he once commanded. Bromley returns to the Resistance, shaken and remorseful. Peter returns home to Naoko, who initially believes he ran away again — until Shane points out the photos Peter “took” of Spider‑Man for the Daily Byte, neatly covering his tracks.

At the baseball game, Spider-Man briefly flashes back to his time on Earth with Mary Jane.

Spider‑Man mentions repairing his suit’s sonic systems “after the last battle with Venom and Carnage.” That fight actually happens in the next episode, suggesting this one was originally intended to air later. It’s one of the clearer signs of Unlimited’s production order being reshuffled.

When he’s being tortured, Spider-Man actually cries out to God, which was extremely unusual for any children’s television show at the time.

Spidey briefly transforms into a Man-Spider in this episode.