Gamma Venom, devour Spider-Man!
- S.M.A.S.H. (Merges with and loses the Gamma Venom Symbiote)
- J. Jonah Jameson (Appears on screen)
- Nick Fury (Mentioned)
- Venom Symbiote (Mentioned)
- Iron Man (Tony Stark) (Mentioned)
- United States of America
Hulk has to save the day when his friends are possessed by Venom and rampage through New York City to destroy Spider-Man.
- Chronologically, this episode happens before Ultimate Spider-Man animated series episode The Iron Octopus.