- Aunt May
- Mary Jane Watson (Cameo)
- Batroc the Leaper (Georges Batroc)
- Frightful Four (Cameo)
- Melter (Bruno Horgan) (Cameo)
- Spider-Man's Web-Shooters
- Nova Helmet
- White Tiger Amulet
- Doctor Octopus' Tentacles
- Sonic Disruptor
Peter at home receives a message from Nick Fury. When Peter went down stairs he heard on the news about Batroc's beating, as J.J. Jameson bad mouths the wall-crawler. Peter, who did not attack Batroc, believes that Harry Osborn attacked him in the Venom symbiote. Peter confronts Harry about Venom, but he claims he has no knowledge of the attacks. Spider-Man is still suspicious, as Harry looks severely tired and stressed.
Nick Fury believes Peter knows more than he does, but he refuses to say it. Instead, Spider-Man follows Harry on the Spider-Cycle to Oscorp. Norman Osborn contacts Octavius and orders him to retrieve Venom. Harry confronts his father and says he needs to talk to him, but Norman says he is too busy at the moment, like he always does. Furious, Harry reveals he is Venom much to Norman's joy. Spider-Man crashes through the window trying to save Norman when he is thrown him out the window, but he is saved by Spider-Man just as his security arrives and he thanked Spider-Man for the rescue.
On the Helicarrier Nick Fury brief the team on the search for Venom, but Peter hides the identity of the host. Nick then pulls him from the assignment so Peter goes at it solo, as he knows the team will kill Harry if they go after him. At Oscorp, Venom attacks the building hunting for his father. Peter in the meantime traps the team in the S.H.I.E.L.D. tunnels before going after Venom. Venom finds Norman, who tries to speak with his son, but he just attacks his father. The team eventually arrives and attacks the creature, but Spider-Man tries to protect his friend trapped by the symbiote. Venom is then blasted through the floor as Norman scorns the team for being on his property.
Back at school the team gets in Spider-Man's face on what happened while fighting Venom, saying that he has to reveal his knowledge or else lose their trust in him forever. Reluctantly, he reveals the host is Harry; the team seems indifferent to this, until they are interrupted by Fury and the team keep the host's identity a secret. Spider-Man goes to the lab to create a kind of Anti-Venom, as the team hunts down Venom. Venom comes to the school hunting for Spider-Man as they try to hold him at bay. Spider-Man creates the antidote and is chased by Venom, to battle on the rooftop. He is then struck by lighting freeing Harry slightly, using this chance he injects the Anti-Venom freeing Harry. Harry was then taken to hospital where his father is at his bedside. Norman speaks with Spider-Man but sends him away, much to his confusion. Back in Octavius' lab he gives him Harry's blood sample.
The team train at the Helicarrier, but Spider-Man stops the session and say thanks to the team for trusting him, and that now he can trust them. The team then decide to use a special training program they created called "squash the Spider", in which all of the robots used for the session attack Spider-Man.
- For some odd reason, this episode is listed as "Venom Attacks" on iTunes.