Dr. Stillwell creates the Scorpion on J. Jonah Jameson's behalf to capture Spider-Man. The Scorpion attacks Spider-Man, who escapes. However, the Scorpion's evil nature takes over as his strength increases which causes him to go after Jameson, but Spider-Man captures him and the Scorpion is arrested. However, he breaks out of prison and goes after Jameson again while Spider-Man is searching for him, but Spider-Man arrives in time to fight the Scorpion, who is webbed up and imprisoned again.

When the Scorpion, intent on vengeance upon Spiderman and Jameson, escapes prison, he visits the laboratory of his creator, Dr. Stillwell, and drinks a potion that vastly increases his size.