- Harry Osborn (First appearance as Green Goblin)
- Norman Osborn/Green Goblin (Dream)
- Man-Spider (Dream)
- Anna Watson
- News presenter
- Microchip (Final appearance)
- Earth-92131 (Reality)
- Spider-Man's Web-Shooters
- Pumpkin Bomb
- Goblin Armor
- Goblin Formula
- Time-Dilation Accelerator (Only in flashback)
- Punisher's Arsenal
Harry Osborn is driven insane by images of his lost father. He goes to Oscorp and claims the Green Goblin mantle, becoming the second Green Goblin, vowing to destroy Spider-Man to avenge his father. Meanwhile, Anna Watson unknowingly meets the Punisher. She tells him about the disappearance of her niece, Mary Jane, and how she suspects her friend's nephew, Peter Parker, of being involved. Punisher promises to investigate. Eventually, Mary Jane mysteriously reappears, while Harry is taken to Ravencroft to receive treatment for his mental illness.
- From this episode onwards, Aunt May's voice was provided by Julie Bennett as Linda Gary passed away.
- This episode was featured on the VHS/DVD of Return of the Green Goblin on October 29, 2002. The background music for this episode is missing on the VHS version.
- When the Punisher accuses Peter of being the Green Goblin, Peter sarcastically remarks "Brilliant deduction Holmes!", referring to the fictional character of Sherlock Holmes.