- Zodiac (First appearance)
- Aunt May (Only in flashback)
- Mary Jane Watson
- Harry Osborn
- Patsy Walker (First appearance; photo)
- Robert Baxter (First appearance; photo)
- Spider-Man's Web-Shooters
- Nova Helmet
- White Tiger Amulet
- Scorpio Key
- Label Maker
- Battlebot Spider-Man Suit (made from Vibranium/Adamantium)
- Web Cannon 3000
- Spinning Arachna-Discs
- Impact Force Bubbles
- Personal Invisi-Shield
Scorpio and his Zodiac soldiers have taken over the S.H.I.E.L.D. Helicarrier as the Zodiac capture Spider-Man. Scorpio tells Spider-Man that "Nick Fury is dead." Scorpio states that this is the beginning of Zodiac's new orders as he tries to convince Spider-Man that Nick Fury has lied to him. When Spider-Man made a comment about Scorpio's outfit making him look fat, Scorpio orders his soldiers to destroy Spider-Man. When Spider-Man falls into the Helicarrier, Scorpio orders his soldiers to find Spider-Man and make sure he doesn't get off the Helicarrier. While locating for Nick Fury's secrets, Scorpio tells Aries to find the secrets and then set the Helicarrier to self-destruct. Upon hearing Spider-Man's voice in the air vents, the Zodiac soldiers prepare to fire on the vent that Spider-Man is in as Scorpio hears him. Scorpio then orders his soldiers not to fire on the console. Scorpio then uses the Scorpio Key to attack Spider-Man only for him to escape into the air vents. Upon learning that Spider-Man is topside, Scorpio sends the Zodiac soldiers topside. Nick Fury dives the Helicarrier into the ocean as Nick Fury fights Scorpio. Upon Spider-Man confiscating the Scorpio Key, Nick Fury defeats Scorpio and discovers that is his brother Max Fury. Scorpio escapes into the water as Nick Fury deactivates the self-destruct sequence.
- The alias Spider-Man uses while posing as a Zodiac grunt is Stan Ditkoberg.
- This episode make parodied references to the 1981 movie For Your Eyes Only one of the James Bond movies, such as having a similar title.
- The episode opens with Spider-Man in a tuxedo in front of a Gun-barrel, a infamous James Bond sequence.
- Spider-Man introduced himself with the quote "the name's Man, Spider-Man", a reference to James Bond's opening line.
- The next scene showed Spider-Man snow boarding down a mountain while being shot at which is based on the films ski scene.
- Nick Fury's security code 007 is reference to James Bonds code number.
- The romance novel that White Tiger reads is "Fang Love: A Patsy Walker Romance", the title may also be a reference to one of Patsy's love interests Robert Baxter.
- The novel may reference how Patsy's mother based characters in her comic books on Patsy as well as her real-life friends and romantic interests.