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.

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