Help me go back, to being small and weak, a mere mortal jealous of Spider-Man? A cure!? I am cured! 
Appearances
Featured Characters:
Supporting Characters:
Antagonists:
- Venom (Harry Osborn) (Loses the Venom Symbiote)
- Green Goblin (Norman Osborn)
- Doctor Octopus (Dr. Otto Octavius) (Mentioned)
Other Characters:
- Daily Bugle (Newspaper)
- Aunt May Parker
Races and Species:
Locations:
Items:
- Spider-Man's Suit
- Spider-Man's Web-Shooters
- Goblin Armor
- Electroshock Gauntlet
- Nova Helmet
- White Tiger Amulet
- Goblin Serum (Mentioned)
Vehicles:
- Goblin Glider
- S.H.I.E.L.D. Helicarrier (Destroyed)
- Norman Osborn's Limousine
Synopsis
Spider-Man follows Harry Osborn, trying to protect him from his father who had become the Goblin. He followed the Limousine to Midtown High, where it was attacked by the Goblin, but the team arrived as well. Spider-Man tried to protect Harry, with the help of the team. Agent Coulson in masked armor arrived and took Harry away to safety. The Goblin was knocked out, but he recovered and electrocuted the team; Spider-Man attacked him but he was still after Harry. Harry angered that everyone keeps attacking his father begins to manifest the Venom symbiote slightly. Blindfolded they take Harry into the secret S.H.I.E.L.D. tunnels under the school. S.H.I.E.L.D. troops arrive and surrounded the school.
Harry was taken to the Helicarrier, the Goblin then arrives at the Helicarrier imitating Coulson's voice. He crashes though the window and confronts his son, offering him to join him, appearing to have regained his intelligence. Harry spoke with his father but they put an energy barrier trapping the Goblin. The Goblin goes back out the hole in the carrier. The team ran through carrier to find Doc Connors whose arm had been crushed in the attack. The Goblin steels S.H.I.E.L.D. technology including electro-gloves and Glider. Spider-Man attacked him, but he escapes through a hole blasted by Nova. The symbiote begins to over Harry again, the Helicarrier is evacuated.
The Helicarrier crashed into the Hudson River, while Norman spoke with his son, who had become Venom once more. Now father and son teamed up, Spider-Man fought them both. Spider-Man was then helped by Fury who blasted them both, but the Helicarrier was being flooded. Harry tried to escape the symbiote, but was electrocuted and separated. The Goblin takes the symbiote and escaped. Spider-Man got Harry and Fury and the other S.H.I.E.L.D. agents to escape pods. But Spider-Man makes it out and meets with the team on the beach and Harry vows his revenge on Spider-Man. The team with nowhere to stay are invited to stay at the Parker house.
Ultimate Spider Man Episode 26 clip 01