- Col. John Jameson
- Daily Bugle
- Gwen Stacy
- Liz Allan
- Mary Jane Watson
- Green Goblin (Harry Osborn)
- The Big Man (L. Thompson "Tombstone" Lincoln)
- Norman Osborn
- Black Cat (First appearance) (Cameo)
- Ned Lee
- Frederick Foswell
- Randy Robertson
- Prof. Aaron Warren
- Glory Grant
- Hobie Brown
- Sally Avril
- The Symbiote (First appearance) (Cameo)
- Dilbert Trilby (Appears on a computer screen, TV, or hologram only)
On the night before Halloween, the Green Goblin gases and kidnaps Hammerhead, taking him to a steel mill. The Goblin tries to convince him to join his ranks, but Hammerhead refuses as his loyalty lies solely with the "Big Man" (Tombstone). Later, the Goblin confronts Tombstone and steals a jump drive he is carrying, declaring that he can take it back from him later that night before he sails off on his glider. Spider-Man spots him and lands on his glider. The Goblin reveals that he possesses the jump drive stolen from Tombstone and that he can have it later that night, before kicking him off his glider.
Spider-Man tries to catch up with him and notices him sneaking into his friend Harry's apartment. Sneaking in, he spots Harry's father Norman coming out of a secret passageway and theorizes that Norman is the Goblin. Spider-Man is forced to slip out after Harry walks in, and misses Harry drinking an experimental, drug-like formula. A short while later, Peter Parker calls Harry and invites him to a Bleeker Street Halloween carnival along with Gwen, Mary Jane and Liz. Harry accepts the invitation. On his way to the carnival, Peter attempts to sell some Spider-Man photographs to Daily Bugle editor J. Jonah Jameson, but he refuses and tells him to try selling them to the Globe.
The Goblin breaks into OsCorp when Norman is talking with people and steals an inhibitor prototype. Peter arrives at the carnival, still dressed as Spider-Man, but everyone assumes it is just his costume and applauds him for it. Peter slips out after spotting fireworks caused by the Goblin erupting in the sky. He follows them to steel mill, where he finds Tombstone. The two enter together, and find the Goblin has Hammerhead suspended over a vat of molten metal. The Goblin reveals that the jump drive is fake. Goblin readjusts his focus on Tombstone and Spider-Man, who are forced to team up to fight the villain. While accusing the Goblin of being Norman Osborn, Spider-Man fires one of the villain's pumpkin bombs and injures the Goblin's leg. The Goblin escapes on his injured glider and Spider-Man follows him to the Osborn apartment. An injured Goblin takes off his mask and is revealed to be Harry. Harry collapses and Norman and Spider-Man agree to arrange the Goblin's disappearance while taking Harry on an extended leave from school so he can receive special help. The next day, Peter learns that Mary Jane has transferred to his high school, and that she had been trying to tell him the news the whole episode.
Meanwhile, while orbiting the Earth during a routine space mission with his crew, Colonel John Jameson and his ship are hit by a meteor shower. John struggles to get the ship back safely on Earth but eventually succeeds in landing it at Cape Canaveral. The next day, Jonah learns that the Globe's cover story on the Goblin's rampage—featuring Peter's photos—is outselling the Bugle's story on John's heroic space journey, much to his anger. The infuriated Jameson decides to meet with the public's demand by publishing a new cover story questioning if Spider-Man is a hero or a menace. Meanwhile, John is interviewed at the shuttle hangar when he spots a mysterious, vibrating black goo-the Venom symbiote-on the bottom of the shuttle.
- Production Code 109