Appearances
Featured Characters:
Supporting Characters:
- S.H.I.E.L.D.
- S.H.I.E.L.D. Trainees
- ⏴ Director Nick Fury ⏵ (Merges with and loses the Venom Symbiote)
- Agent Phil Coulson (Merges with and loses the Symbiote)
- Doctor Octopus (Dr. Otto Octavius)
- Harry Osborn
Antagonists:
- The Goblin (Norman Osborn) (Merges with and loses the Symbiote) (Reverts back to human form)
- Venom (Apparent death)
Other Characters:
- J. Jonah Jameson (Photo)
Races and Species:
Locations:
- Earth-12041
Items:
- Spider-Man's Suit
- Spider-Man's Web-Shooters
- Pumpkin Bombs
- Goblin Armor
- Nova Helmet
- White Tiger Amulet
- Doctor Octopus' Tentacles
- Goblin Formula (Mentioned)
- Iron Spider Armor
- Anti-Venom
Vehicles:
- Goblin Glider
- S.H.I.E.L.D. Helicarrier (Vision or hallucination)
- Tricarrier
- Quinjet
Synopsis
Spider-Man and the team battle the Goblin. The team goes on the offensive blasting him and binding him in web, knocking off his Glider, and the Goblin is taken into S.H.I.E.L.D. custody. The team are shocked at how easy the take down was, and Spider-Man's spider-sense goes off as S.H.I.E.L.D. agents take Osborn away.
Spider-Man then meets with Harry Osborn, and tells him they have his father in custody. Back on the Tricarrier, Spider-Man asks Fury how they are going to help the Goblin turn back into Norman Osborn, but Fury tells him they are going to hold him on the S.H.I.E.L.D. Moon Base to protect the people of Earth. In a fit of desperation, Spider-Man turns to another villain in S.H.I.E.L.D. custody, Doctor Octopus, to ask for help in curing Osborn's condition; however, Octavius becomes worried when he learns the Goblin is also aboard the Tricarrier. Unbeknownst to S.H.I.E.L.D., Norman hid a canister containing the Venom symbiote in his mouth, and the symbiote quickly multiplies once Osborn sets it free en route to the Moon Base. The symbiotes quickly overrun the Tricarrier, bonding to numerous S.H.I.E.L.D. agents including Nick Fury and Phil Coulson. Soon, Spider-Man is the only active agent left on the Tricarrier.
As Spider-Man confronts the infected Nick Fury, the Goblin seeks his revenge on Doc Ock, ripping him out of his cell and torturing him. Spider-Man is able to use his taser webs to put down Fury, and gets into his Iron Spider Armor to battle the Goblin and the rest of the symbiotes. He is able to save Octavius from their mutual enemy, and the two form a desperate alliance to stop Osborn's rampage. The Goblin, however, bonds with a symbiote (and retains full consciousness), so Spider-Man has Doc Ock create an "anti-Venom" that will destroy the symbiotes. The Goblin bursts in attacks, and Spider-Man distracts him while Octavius finishes the anti-Venom.
As the two fight, Octavious finishes his anti-Venom, and releases it throughout the Tricarrier. The Venom symbiotes leave their hosts, including Osborn's, revealing a fully-human Norman Osborn beneath. His symbiote, still defiant, is sucked out the airlock into the cold of space. Osborn, fully cured of his condition, is placed into S.H.I.E.L.D.'s medical care. At some point later, Spider-Man lets Harry know his father is cured, and that he someday might see him again.
Ultimate Spider Man Season 2 Episode 17 Clip 01