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I am all-powerful! I need only a suitable form, a superior body to match my superior mind!
- Director Nick Fury
- S.H.I.E.L.D. Trainees
- New Warriors
- Arnim Zola
- Spider-Man's Web-Shooters
- Arnim Zola's Robotic Body
- Iron Spider Armor
- Nova Helmet
- White Tiger Amulet
- Life-Model Decoy
- This is the second part of the story beginning in the previous episode Attack of the Synthezoids.
- When Spider-Man says "Do you have infinite lives? This is one of these 'up-up-down-down-left-right'?" is a reference to Konami Code.
- Arnim Zola's plan to switch bodies with Spider-Man is a reference to the Superior Spider-Man storyline where Earth-616 Doctor Octopus escaped death by switching bodies with Earth-616 Spider-Man.
- Rhino uses his roar to wake Spider-Man in similar way to Earth-199999 Hulk used it to wake Iron Man in The Avengers movie.
- Spidey said that Venom and Rhino are finally acting like "Web-Warriors".