- Aunt May
- The Symbiote (First full appearance)
- Gwen Stacy
- Captain George Stacy
- Daily Bugle
- Chameleon (Dmitri Smerdyakov) (First appearance)
- Quentin Beck (First appearance)
- Phineas Mason (First appearance)
- Black Cat (Felicia Hardy) (First full appearance)
- Rhino (Alex O'Hirn) (Mentioned)
- Eddie Brock
- Officer Jean DeWolff
- Officer Stan Carter
- Dr. Curtis Connors
- Dr. Martha Connors
- Flash Thompson
- Sally Avril
- Mayor Waters (First appearance)
- Dilbert Trilby (Appears on a computer screen, TV, or hologram only)
- Peter & Eddie's Parents (Mentioned)
Hearing that alien life came down with John Jameson's space shuttle, Peter, upon returning home from school, quickly rushes to the TV and through it sees a small photo of the alien life form - a black, sticky ooze - and that it is being located in Dr. Connors' lab. He calls Eddie Brock in the hopes he can see the photo, but he harshly brushes him off for his false actions with the Lizard.
Still itching to see the ooze, he goes to the lab at night as Spider-Man to see it from a window, only to find a cat burglar trying to steal it. Confronting the burglar, who goes by the name Black Cat, the two gracefully fight with each other. During this time, the ooze sneaks out of its container, which was unlocked by Black Cat. During the fight, Peter unknowingly steps on the ooze, causing it to stick to his sole. Dr. Connors comes into the lab and sees the fight. Black Cat leaves, and with the ooze missing from its container, Spider-Man assumes that she stole the ooze. He goes after her, but can't find her.
The next day, Spider-Man is revealed to have been framed for the crime in a Daily Bugle article, although Flash doesn't believe it. Peter confronts Jameson about the legitimacy of the article, and he says that Dr. Connors did not even know of the crime until he came in the morning. It is revealed that the Dr. Connors that appeared at the scene was actually the Chameleon, who is working with his henchmen Quentin Beck and Phineas Mason on some unknown scheme. That night, Spider-Man goes out to find Black Cat, and discovers that his suit has turned black due to the ooze. He meets up with Black Cat, and their conversation reveals that Spider-Man technically stole the ooze. Then Spider-Man, somehow in his classic suit, robs a bank, among others, causing everyone to label him a criminal; however, it is again the Chameleon in disguise. The real Spider-Man, not knowing these events, starts doing his normal work with the black suit, and discovers that his powers have been significantly enhanced. He ponders returning it, but decides against it.
Hearing of the crimes against him, Spider-Man ends up reluctantly teaming up with Black Cat to find the culprit. She helps him find what she believes is their next location - a party boat full of rich people, including Jameson, Captain Stacy, Mayor Waters with her prized Tiger-shaped gem (who is also the host), and Norman Osborn. However, the latter is shown to be the Chameleon, who promptly tries to rob the people. Spider-Man appears to fight him, and over a course of a long battle, Black Cat takes out Mason and Beck, and Spider-Man takes out Chameleon.
Peter nearly confesses that he accidentally took the ooze, but again, almost forcefully, decides against it. Then Mayor Waters reveals that her gem was stolen, and when everyone goes to confront Chameleon, they find that someone else has been bound and gagged in his place. Spider-Man then runs into Black Cat again, and asks why she helped him. She ends up kissing him, much to his surprise, only for it to be revealed that she is the real thief behind the gem, and she also escapes while he is distracted.
- Production Code 110
- It's been said that web-fluid comes out of hair using ice or peanut butter.