- National Aeronautics and Space Administration
- Newscaster (First appearance)
- Daily Bugle staff
- Eddie Brock
- NYPD officers
- Jameson's film crew
- Construction workers
- Repository security guards
- Earth-92131 (Reality)
- Moon (In the background)
- New York City
- New Jersey (State) (Mentioned)
- Fort Lee (Named only)
- Space Shuttle Orbital Maneuvering System (OMS) (First appearance)
- Space Shuttle Entry Terminal Area Energy Management (T.A.E.M.) (First appearance)
- Spider-Man's Red and Blue Suit
- Spider-Man's Web-Shooters
- Specially-enhanced control rods
- Lander spacecraft
- Eddie Brock's car
- Fire engine
- Police cars
- Smythe's hoverchair
- J3 Communications helicopter
- Police helicopters
Astronauts John Jameson and Paul Stevenson visit a newly discovered asteroid, where they pick up a new fissionable material named "Prometheum X", as well as unintentionally picking up a fluid black alien life form. As they prepare for their landing at Kennedy Airport, they are attacked by the alien, causing them to crash land on the George Washington Bridge. The Kingpin sends the Rhino to steal the Prometheum X.
Spider-Man arrives at the crash site in order to save the pilots, but is attacked by the Rhino who steals the Prometheum X. Eddie Brock witnesses the fight, and although he takes photos of the Rhino fleeing the scene he decides not to reveal them, and instead tells J. Jonah Jameson that Spider-Man robbed the shuttle.
As Spider-Man leaves the scene, the alien from the shuttle sticks to his costume, but he passes the black fluid off as pollution from the Hudson River. When he returns home, he becomes agitated after hearing Jonah Jameson's broadcast issuing a one million dollar bounty on Spider-Man, and vows to quit his life as Spider-Man before going to sleep. While he sleeps, the alien attaches itself to him and he awakes to find himself in an unfamilar black costume on top of a Manhattan skyscraper. After evading some men who try to capture him for Jameson's reward, he discovers that the costume has enhanced his spider powers.
Meanwhile, the Rhino delivers the Prometheum X to the Kingpin, who sends him to steal some special control rods which Alistair Smythe claims to need in order to present the Prometheum X's power to Kingpin's buyers. Rhino is tracked by Spider-Man, who had stuck a Spider-Tracer to him during their previous fight, and Spider-Man easily gains the upper hand with his black costume. The suit almost drives him into killing Rhino, but he manages to refrain, realizing that the costume is increasing his aggression.
|Peter Parker/Spider-Man||Christopher Daniel Barnes|
|J. Jonah Jameson||Edward Asner|
|Aunt May||Linda Gary|
|Felicia Hardy||Jennifer Hale|
|Joe "Robbie" Robertson||Rodney Saulsberry|
|Eddie Brock||Hank Azaria|
|Flash Thompson||Patrick Labyorteaux|
|Kingpin||Roscoe Lee Browne|
|Alistair Smythe||Maxwell Caulfield|
|John Jameson||Michael Horton|
- Adapted into comic book format in Spider-Man Adventures # 8.
- The "Prometheum-X" featured in the episode is based on the actual element "Prometheum".
- When Peter gains the ability to don whatever clothes he desires with his new black suit, he decides to briefly take the appearance of "that guy from Aerosmith".