- Aunt May Reilly
- Flash Thompson
- Liz Allan
- Gwen Stacy
- Randy Robertson
- Hobie Brown
- Kenny "Kong" McFarlane
- Mary Jane Watson
- Glory Grant
- Dr. Nicholas Bromwell
- Captain George Stacy
- Harry Osborn (Illusion)
- Uncle Ben Parker (Illusion)
- Prof. Aaron Warren (Illusion)
- Black Cat (Felicia Hardy) (Illusion)
- Dr. Martha Connors (Illusion)
- Dr. Curtis Connors (Illusion)
Races and Species:
Back in his red and blue costume, Peter, as Spider-Man, defeats several organized criminals and saves several civilians by webbing the criminals' helicopter before it can crush them. He takes some of the criminals' gear and puts in on Tombstone's desk, saying that the war is still going to go on. Just as Spider-Man leaves, Venom, knowing of Tombstone's acts via the symbiote's time with Spider-Man, crawls through the window and asks to become part of his group. Tombstone accepts, on the condition that Venom destroys Spider-Man once and for all, which is what Venom wanted all along.
Peter visits the unconscious Aunt May at the hospital and puts a picture of her and Ben at her bedside table, feeling ashamed that he wasn't able to help her when she had the heart attack. Resolving to be there for his family and friends more, he later goes to school and thanks Flash for helping him earlier; Flash tells him not to mention it (to anyone else, at least). The rest of Peter's friends come up to him and ask how he is doing; he says he is fine and apologizes for all the bad things he did the other day. When Gwen starts to talk to him directly, Liz grabs Peter's hands and asks if he can help out at the Macy's Thanksgiving Day Parade, where Midtown High is having a band performance and even their own balloon. Peter is unavailable though because he has to visit Aunt May later; Gwen then grabs Peter's hands and offers to come with him, which he accepts. After most of them leave, Mary Jane tells Peter about Eddie having asked her out back when the Sinister Six attacked. She expresses his concern about Peter, but he says he will be fine.
Peter and Gwen arrive at the hospital and find that she is stable enough to come home for Thanksgiving with Peter, Gwen, and Captain Stacy. This allows her to cook what is bound to be a delectable meal, but Peter decides to do it for her - and causes a huge mess that he doesn't clean up. He also calls Eddie and agrees to meet him at Peter's house. After this struggling mishap and going on a patrol, Peter finds the gene-cleansing serum under his desk, having forgotten about it. He puts it in his pocket when he is suddenly dragged out of his house. Venom is revealed to be the person who did it, and he viciously overpowers Spider-Man. Leaving the defeated Peter stuck to the fence by webbing, he announces his intention to target all of Peter's loved ones.
Eddie first goes to the hospital to kill Aunt May. Spider-Man intercepts him, though, and the two fight outside the window without May knowing. In the midst of the conflict, Eddie reveals that he is Venom. After a long battle, Venom gives up on May, but it doesn't matter because "We know who you love the most, BRO". As he flees, Peter starts thinking of who Eddie would target. Remembering the date, he decides that the person is MJ.
As Spider-Man, he goes to where MJ and Flash, who has decided to hit on her again, are sitting for the parade. He watches her from above when she mentions that Eddie is with Gwen, who is in the band. He walks through the band to find Gwen and ends up finding her saxophone lying on the ground. Going around, he starts fighting Venom again. They go to a rooftop, where it is revealed that Gwen is being suspended from a monkey balloon by webbing. With the spider sense being ineffective against Venom because of its time with Peter, Spider-Man gets brutally beaten again. Eddie also states that "we" had no one after their parents died, which makes him darker than Peter. Peter fends him off enough for him to get back to the balloon, where the webbing is starting to come undone. MJ and Flash see Gwen being dangled, and immediately go over to help her. As Eddie cuts Peter's chest, Flash and MJ get their friends, who are holding the balloon, to help Gwen; all but Sally Avril do so. Spider-Man gets onto the balloon, and as Eddie tries to slice Peter again, he accidentally cuts the balloon. The balloon slowly and safely falls, but Eddie knocks Gwen away; the students promptly catch her with the balloon's hand.
Eddie and Peter continue to fight on the street and then on a roof next to a water tower. There Peter decides to let the symbiote possess him again. The symbiote obeys, causing Eddie to pass out. When the symbiote possesses him again, Peter again forces it out with his friends in the Mindscape, then catches the symbiote with a tarp in the real world. He then buries it under concrete to avoid it possessing anyone else.
Peter later attends Thanksgiving dinner with the aforementioned guests and Aunt May's doctor. Peter finally cleans up his mess, and also dumps away the gene serum - creating a mess in the sink. Peter then thanks Gwen for giving him a good time. As she is about to leave, she suddenly turns around and kisses Peter before running away, causing Peter to realize that she truly is the person he loves the most.
- Production Code 113
- The episode's opening scene is the same scene used in the original teaser trailer for the series.