- John Jameson
- Daily Bugle staff
- J3 Communications Cameraman
- NASA members
- Military police
- Earth-92131 (Reality)
- J3 Communications helicopter
- Semi-trailer trucks
- John Jameson space probe
- Four-wheel drive vehicles
As Spider-Man is swinging through the city, he is ambushed by Rhino and Shocker, who defeat him and bury him under a pile of rubble. However, they are themselves defeated and webbed up by Venom, who fights Spider-Man himself, seeking revenge on the wallcrawler for Eddie Brock's ruined life and Peter Parker's rejection of the symbiote. Venom webs him up, unmasks him and threatens to reveal his identity to the public. However, Spider-Man escapes, but Venom persistently stalks him, threatening his Aunt May and girlfriend Mary Jane Watson.
Venom proves to be a relentless, unforgiving opponent, but Spider-Man manages to lure him to the launch site of the John Jameson space probe, where the noise of it blasting off forces the symbiote to separate from Brock. Spider-Man then webs the symbiote to the probe before it is launched, sending the symbiote back into outer space with the probe.
|Peter Parker/Spider-Man||Christopher Daniel Barnes|
|Eddie Brock/Venom||Hank Azaria|
|J. Jonah Jameson||Edward Asner|
|Joe "Robbie" Robertson||Rodney Saulsberry|
|Aunt May||Linda Gary|
|Mary Jane Watson||Saratoga Ballantine|
|John Jameson||Michael Horton|
- Adapted into comic book format in Spider-Man Adventures # 10.
- The scene in which Venom swears vengeance on Spider-Man and lifts weights in his apartment comes from Amazing Spider-Man #298 and #300, respectively, though he only appears in shadow in the former. Eddie Brock confronting Peter Parker at his home and ingratiating himself with Aunt May comes from Amazing Spider-Man #317.
- The Spider-Man newspaper clippings in Eddie Brock's apartment have the following headlines:
- "Costumed Freaks Wreak Havok" (Dail—)
- "Enquiring Minds Want to Know "What is Spiderman!" (National Enquirer), with picture captioned "Spiderman of New York", and a second story headlined "Elvis is my Father"
- "Fantasy (sic) Four Speak out on Spider Man!"
- Eddie Brock's Olympic Weight Set from Atlas Equipment Rental cost $189.99, according to the bill of sale picked up by Spider-Man. The same bill lists his previous address as "1313 E. 26th St, NY, N.Y. 10069".
- The Atlas Equipment Rental advert viewed by Peter Parker features the slogan "We rent everything!", and its list includes freezers, toothbrushes, eyeglasses, pillows, full beds, computers and magazines.
- The newspaper clippings that Spider-Man places in Brock's new apartment have the following headlines:
- "Reporter Fired from Newspaper"
- "Editor Fired Reporter for Shoddy Work!"
- "Bad Reporter Fired! "
- "Reporter Sacked"
- "Eddie Brock: Journalist Fired from Newspaper"
- "You're Fired!"
- Although uncredited, Shocker voice actor Jim Cummings also portrays the NASA spokesman at the John Jameson probe launch.