This article is written from the Real World perspective Real World.jpg
Where Evil Nests.jpg
Series Spider-Man Unlimited
Release Date October 16, 1999
Episode Number 3 (Overall)
Writer Will Meugniot
Steve Perry
Brynne Chandler Reaves
Director Patrick Archibald
83 images

Naoko is attacked and kidnapped by a mysterious creature. Peter must set aside his growing money problems to find her while Shane begins his own search. Spider-Man's search brings him not only to the long hidden history of Counter-Earth but an alternate version of his most deadly enemy who has set his sights on defeating the wallcrawler.


On Counter-Earth, a hovercar flies through the city while a spotlight searches the sky.

Strange happenings

Down below in The Basement, a human sits crouched in a doorway. He hears something and looks up. A manhole cover rolls over towards him then falls on its side.

He looks up and something slithers out of the opening through the steam. It suddenly reaches out for him and grabs him. He cries out but is dragged into the mist screaming. He leaves behind the blanket he was using.

He should have run

The tentacles lift him into the air then pull him underground. Beneath the city his cries slowly fade away.

Meanwhile at Naoko's clinic, Naoko Yamada-Jones tells Peter Parker that she is sorry but it has been more than two weeks and he needs to bring in some money. She explains she cannot keep helping him since the clinic is hardly paying for itself.

Some relief in sight

Peter holds up a copy of The Daily Byte newspaper that is offering a five-thousand dollar reward for photographs of Spider-Man. The picture shows a dark silhouette of the hero. Peter explains he is a photographer and this is right up his alley.

She retorts that she needs a boarder with a steady paycheck and a job. She takes the paper from him. Peter replies that this is his job and he used to make a living off of it, more or less.

Naoko's son Shane walks in rubbing his eyes and watches them unnoticed.

Need to keep it down

Naoko gets mad saying he does not know where this Spider-Man person will even show up and that it's like trying to win the lottery. Peter grows frustrated telling her to give him a chance.

Brought up some painful memories

Tears stream down Shane's face as he yells at them to stop. He then runs out.

Peter steps forward wondering what that was about. Naoko theorizes he remembers the fights she and his father used to have. Peter apologizes saying it was his fault and offers to talk to him.

She stops him saying she will talk to him. She reaches into her pocket and pulls out a tracking device saying he won't get far.

Peter needs to keep up his end of the deal

She walks over to the door and puts on her coat. She turns to Peter saying that she likes him, but the "wolf" is not just at the door but has already cleaned out the pantry. She turns and walks out.

Peter berates himself saying she is raising a kid and running a clinic single-handedly and doesn't need someone from another planet mooching off her. He also tells himself that he let her go out in the middle of the night alone to find her son. He follows her out the door.

Not in the best neighborhood

Elsewhere, someone is warming a tea pot over warm coals on a grill. The group of humans look around muttering to themselves. They turn when they hear footsteps to see Naoko run past the alley.

She watches the tracker as she goes down the street. She steps over a sewer grate and soon after something green and slimy slithers past.

More humans sit around as a cat leaps past. Naoko runs through this group still focused on the tracker.

Something following Naoko

She walks past another grate and calls out to Shane. The green thing slithers past this as well keeping up with her.

She watches the tracker and sees Shane is nearby. She continues calling out to him asking him to come back.

So close

Nearby, Shane sits in a doorway. He stands when he hears his mother calling. She comes around the corner once more telling him to come back as she and Peter are not mad at each other and they were just having a discussion.

Shane hears this from his hiding spot.

She turns and starts wandering out. She stops when she hears some noise. Naoko looks and sees a manhole cover lifting up and moving aside. Gas rises from the hole and she retracts.

Wrong place, wrong time

The cover continues moving aside and she backs up away from it. The cover suddenly rolls out of the steam and drops next to her feet. She backs up as the green thing slithers up over her causing her to scream.

Shane comes out of the doorway calling to his mother. She yells at him to go but he runs towards her.

The green things has wrapped itself around Naoko's legs and drags her into the sewers. She twists and tries to grab onto the ground but continues being pulled.

Shane runs but trips on a can.

Putting up a fight

The green thing pulls Naoko into the manhole. She grabs the side and holds on struggling to stay up. Shane calls out to her and runs forward.

The thing isn't giving up either

The green thing continues pulling her down. Sweat drips down her face as he struggles to stay up. Shane runs up but she stops him telling him to get out of there.

Just then her strength gives out and she is pulled under calling out to Shane. Shane turns and runs.

Little boy found

Peter hears Naoko's screams and runs forward. He rounds a corner and bumps into Shane. He crouches next to the boy wondering what is wrong. He explains that "it" took his mother.

Peter tells him to calm down and asks what took her. Shane can only call it a "green thing."

Being the fatherly type

Back at Naoko's apartment, Peter instructs Shane to lock the doors and stay there. He orders him not to let anyone in. Shane nods in understanding as Peter assures him he will find his mother.

Peter stands and walks out promising Shane.

Outside, Peter runs into an alley and turns to look at the entrance. He activates his wristwatch and the nanotechnology extends out over his body making his Spider-Man suit.

He leaps up and crawls up the building. He leaps forward onto the roof and looks down. He notes that Shane said a green thing took her then leaps down.

This poor guy always seems to run into Spider-Man

He swings through the city. An ape Bestial driving a truck is shocked when Spider-Man leaps onto the vehicle then flips on top. He extends his webs and swings past forcing another car to dodge out of his way.

Spider-Man lets go of the webbing and bounces off another truck as he makes his way down. He lands on a roof then rebounds off onto the side of a building.

Just then, his Spider-Sense goes off. He sees a round device being thrown at him and dodges. The device hits the building and explodes behind him.

A new player who looks unsettlingly familiar

Spider-Man lands on top of a trash can and looks up to see a strange figure in green with large pointed ears standing on a nearby roof readying another bomb.

He thinks it is the Goblin and wonders what he is doing there. The man claims to have never met him before, and calls him an arachnid. He claims he is protecting the innocent from criminals like him and his symbiote friends.

Familiar weapons as well

The new goblin tosses his bomb at Spider-Man. Spider-Man tips the can to catch the bomb then leaps away noting that this is the local version of the person he knows.

Giant wings extend out behind the man and he flies down. Spider-Man leaps back onto a mailbox and asks what he did with Naoko, then quickly corrects himself to call her Dr. Yamada-Jones. He then fires a webline.

The Goblin flies forward wondering what he is talking about and what has happened to her. He throws another bomb. The web hits the bomb and explodes.

Those wings are new

Spider-Man explains that a witness claimed a green thing grabbed her and theorizes it is him. He leaps onto the nearby building and begins climbing up as Goblin swoops by. Goblin says that it's not easy being green, but the witness is wrong.

Spider-Man climbs up as Goblin chases him. Goblin claims that this area is under his protection and he patrols it every night then throws another bomb.

Avoiding the blast

Spider-Man wonders who died and made him the resident superhero. The bomb goes off and Spider-Man leaps off to dodge the blast. Goblin says too many died and someone had to stop scum like him which is why he gets up in the morning.

Spider-Man lands on a roof and runs away with Goblin swooping in behind him. Spider-Man claims he is not one of the bad guys and introduces himself as Spider-Man. Goblin drops more bombs near him and he leaps to dodge them.

Goblin sarcastically notes that he is not with Venom and Carnage but is a completely unrelated superpowered person in a spider suit. He tosses another bomb.

More tricks up his sleeves

Spider-Man dodges it as he leaps onto another roof. Goblin flies through the smoke saying Spider-Man can claim he is stupid but tells him not to talk to him like he is. Goblin releases a mechanical bat-like device that flies forward.

Spider-Man lands and runs along a roof. The bat-device flies around him releasing a gas. Spider-Man starts coughing then falls down.


Goblin lands behind him saying he is perceptive. Spider-Man rolls onto his back apparently unconscious. Goblin walks up to the "Spider-Sap" saying he will see who is under the mask.

Suddenly Goblin is webbed up. Spider-Man stands saying that this is the new and improved mask that comes with an osmotic gas filter.

Spider-Man has his own tricks

He grabs Goblin and demands to know where she is. Goblin breaks out by extending the wings from his back. Spider-Man swings away as Goblin says he does not honestly know where she is but if she is missing he will find her. He flies up and after Spider-Man.

Spider-Man lands in an alley and Goblin descends next to him. Goblin says he will do it without his help.

Just then, Machine Men stomp out of the darkness towards them. Goblin turns as more descend down. Goblin tells Spider-Man they have a choice, they can continue fighting each other or they can fight the robots.

Even more troubles for the wallcrawler

One Machine Man announces that masked vigilantes are prohibited in the Five Boroughs and parts of upper Staten Island. It orders them to surrender immediately.

Spider-Man jokes that they never learn.

Using his own resources

Back at the apartment, Shane sits on the couch noting that it has been a long time. He wonders if Peter could not find her. He holds up his own tracking device saying Peter doesn't have her tracer but he does.

Shane stands up promising to find her. He puts the tracking device over his neck and walks out.

Down in the sewers, a rat crawls along a pipe. Sewage pours out a pipe onto the bottom where more rats stand eating something. Suddenly the rans flee as the green thing slithers by.

Out of the frying pan

Naoko, now unconscious, continues to be dragged along. She suddenly wakes and is disgusted by the sight.

The green thing slithers around a pipe and Naoko grabs it as she passes. Her legs become freed and she crawls along. The green thing whips at her as she climbs to an overhead pipe. She leaps to the nearby ledge as the green thing tears off the pipes.

Into the fire

She runs down the corridor when she bumps into someone. The figure, a rhinoceros Bestial with a spore on his body, turns to glare at her. He grabs her and drags her off.

Back on the surface, Goblin admits he may have made a mistake about Spider-Man. The webslinger retorts that the jury is still out on him, but he knows the Machine Men are not his friends.

Entering the fray

The Machine Men once more order them to surrender. Spider-Man tells it no and leaps forward kicking one. The Machine Man flies through a pile of boxes.

Spider-Man follows through the boxes as he dodges blasts. He picks up the fallen Machine Man and tells the others to arrest him as he is violating the litter laws. He then throws the Machine Man into the others knocking them all down.

Goblin swoops down saying that he upset the robots. They both flee with Spider-Man joking that he is perceptive. The Machine Men stand and fire once more.

Running out of room

Goblin lands and Spider-Man forms a web shield. The Machine Men advance kicking over boxes as they fire. Spider-Man admits this may have been a mistake as one blast tears a hole in the webbing.

Just then, he hears Shane calling out to his mother. He looks and sees the boy nearby.

Shane wanders around following the tracker.

Wrong time to get distracted

Goblin wonders what the boy is doing there and starts wandering over to him. Spider-Man fires a web and pulls him back saying that won't help him and only get him fried. This gives Goblin an idea and he reaches into his belt.

Going where he knows he shouldn't

Shane enters an alley and finds an open manhole. He looks down wondering if she went into the sewers. Just then, he sees Machine Men coming out of the shadows.

He realizes what they are and heads into the sewers.

Meanwhile, Goblin finds what he is looking for and smiles. He tells Spider-Man to cover his eyes and tosses it over the shield as the Machine Men come closer. The skull-like device lands among them and goes off in a bright flash.

Turning the tables

Spider-Man and Goblin peak around the shield and see the Machine Men stumbling around. Goblin explains he flash-fried their optic sensors and they are now safe.

However, the Machine Men continue to chant "eliminate" and fire wildly. They hit the nearby buildings damaging them. One begins to collapse soon followed by the other.

Doing themselves in

The debris collapses onto the robots. It keeps falling towards the shield and the two heroes. Spider-Man pushes Goblin out of the way as the alley is filled with rubble.

Making a run for it before they get squished as well

Spider-Man leaps over to the chain-link fence and tears it apart. The two leap through the hole just as the alley disappears.

The two look at the dissipating cloud of dust as Spider-Man says he has an interesting definition of safe. Goblin then demands to know where Shane is. Spider-Man says he went into the sewers.

Down into the depths

They then stand over the open manhole. Goblin claims he is going in. Spider-Man says he is not going alone since he only trusts him as far as he can throw him one-handed. Goblin climbs down the ladder. Spider-Man leaps down to follow saying he is just as concerned about finding Shane.

As the two descend down, Goblin says he doubts that.

In the sewers, the two walk along a pipe. Goblin calls out to Shane. As they pass a side pipe, the green thing closes around the opening.

Wah wah

Just then, Spider-Man stops as his Spider-Sense tingles. Goblin scratches his head wondering what he means. Spider-Man tells him to trust him that there is danger nearby.

Goblin sniffs the air saying the only danger they are in is breathing themselves to death. The green thing sneaks up on Goblin and expands to fill the pipe behind him.

The target has been found and found them

Spider-Man turns and cries out to him. Goblin turns and sees. He runs over to Spider-Man, calling the thing a booger, and asks what they should do.

Spider-Man fires webbing at it that explodes. He asks if Goblin mean bogey. The thing slithers back over to him and Goblin says he was correct.

Hot on their tails

Goblin says it is time for pre-boarding and grabs Spider-Man, extends his wings, and flies off. As they race down the pipe, the green thing keeps close behind them. As they pass side pipes, more green stuff comes out of them.

Spider-Man asks if he would call the stuff green. Goblin says it is and wonders if that is the stuff the witness saw. He flies up a pipe.

Spider-Man admits he misjudged Goblin then wonders what this thing is they are fighting. He asks for ideas. Goblin says he has never seen anything like it, but admits he doesn't spend time in the sewers.

Not fast enough

Just then, the green thing wraps itself around Goblin's leg. Spider-Man continues flying upwards screaming. He enters a pipe and the green thing comes after him.

Helpless to do anything

Goblin tries to struggle but the thing wraps around his body then pulls him down. He looks up helpless as he is dragged down.

Meanwhile, Spider-Man slides down the pipe. The green thing follows behind. At some point he disappears into the darkness.

Somewhere deep beneath the city, a large cavern is covered in spores.

A human with a spore on him picks up another. Behind him are humans and Bestials in a large cage. A Bestial grabs a human and pushes him forward as humans close the gate behind him.

Being infected

The human struggles as the spore-controlled human comes closer. The spore extends itself onto the man's chest and attaches itself to him. It moves over his body and soon his eyes go white and blank.

Nearby, Naoko is being pushed by the rhino-man followed by another Bestial. She demands that she be let go and he get his hands off her.

The situation reveals itself

She is brought before two large chairs. Venom stands saying they have a celebrity among their "volunteers" and welcomes Dr. Yamada-Jones.

Naoko claims she thought these chambers were destroyed. Carnage claims that is what they wanted people to think. He stands explaining that the Synobtic survives and soon they will have an army of symbiotes. The spore-controlled people walk towards them.

He continues to say that the "volunteers" will help them establish a new world order. Naoko is horrified as Carnage claims that the symbiotes will rule over the humans, Bestials, and High Evolutionary.

Symbiotes arriving on the planet

Carnage explains that the destiny of the world and everything on it was sealed when symbiotes landed on the planet countless years ago. He flashes back to meteorites fell to the ground around ancient dinosaurs. The landings caused huge crashes kicking up dust.

Taking over the king of the dinosaurs

A large dinosaur came over to a smoking crater. The meteorite shook then cracked open. A small creature appeared out of it and leapt onto the dinosaur's head. It stammered back as it cried out.

Later, every dinosaur had multiple ancient symbiotes on them. Carnage explains, with a flash in his eyes, that for millions of years there was harmony in the group mind.

However, that peace was shattered by the cataclysm. He flashes back to the asteroid hitting the planet causing a massive explosion that rippled across the globe. The symbiotes were driven from the surface. One fell over the edge into a dark chasm.

Last refuge for them

Carnage explains that the individual joined the all and the all lay dormant for centuries. Down below, numerous symbiotes suddenly melted into a goo then melded into one. They extended up and formed the cavern they now stand in. Carnage said the symbiotes laid in wait for them, their liberators.

Getting to hear the plan

At some point, Venom and Carnage burst into the cavern. With another flash of his eyes, Carnage says that the group mind will triumph and transform the planet. Venom leans over Naoko saying it will become their kind of place.

She objects saying they can't. Venom says he can and tells her to watch how easy it is. He walks over and grabs one of the symbiote spores.

A bad place to be

Carnage melt then reforms behind Naoko holding her. Venom brings the spore close as Carnage says that whether she likes it or not she is about to join their family. Naoko stares at the spore in Venom's hand.

Meanwhile, Spider-Man is woken by Shane. He groans and looks up to see the boy. Shane recognizes him as Spider-Man and begs him not to hurt him as he needs to find his mother.

Spider-Man assures him he won't hurt him and notes he is friends with Peter Parker. Shane asks if he knows Peter and asks where he is and if he is alright. Spider-Man claims Peter is safe and that he sent him down there to look for his mother.

Spider-Man also notes that Peter told Shane to stay in his apartment. Shane confirms this but says he had to look for his mother. He pulls out the tracker saying he forgot to give this to Peter.

Joining forces

Spider-Man says this will help and tells Shane he did a good job. He notes he should take him home but they should hurry to find his mother. He claims Shane will be safe if he sticks with him. Spider-Man offers his hand for a deal and Shane slaps it.

Meanwhile, part of the green symbiote mass continues dragging Goblin down the pipe. He says there is one thing left to do. It could be dangerous but the fate of the world depends on it.

Drastic times call for drastic measures

He twists around saying he will do what no other superhero on the planet would do. He unbuckles his pants allowing them to slide off. The symbiote mass continues on carrying just the pants. Goblin stands noting it is drafty in there.

Just then, he hears Naoko down the pipe telling someone to get away from her. He says he is coming and runs off.

The ticking clock begin

Back in the main chamber, Venom puts the spore onto her shirt. Nearby, Spider-Man and Shane appear out of a pipe and Shane sees his mother.

They watch as she thrashes about. The spore begins crawling up to her head.

Saving the damsel in distress

Shane tells him to stop them from hurting his mother. Spider-Man fires a dart from his hand. The spore begins bitting at her hair. The dart hits the spore knocking it off.

Carnage tosses Naoko aside as Venom orders the "volunteers" to keep Spider-Man away from the bio-mass. the two villains melt and move forward.

Dropping in to help

Spider-Man fires several more darts at the melted symbiotes but they dodge the attacks. Spider-Man grabs Shane and swings down. Venom and Carnage try to grab him but he swings through them.

Saving herself

Naoko calls out to Shane. The spore crawls up behind her unseen. She turns and smacks it off to the side saying not this time.

Spider-Man lands and lets Shane down. The boy runs to her saying that this is Spider-Man and he is Peter's friend. Naoko says she figured.

Stuck between a symbiote and a hard place

Venom and Carnage reform near them. Venom says he has a bad habit of appearing where he is not wanted. The two approach as Carnage says this is a habit that will have to be broken.

Spider-Man says he has a song dedication for the symbiote slimeballs from the friendly interplanetary Spider-Man and turns on his sonics. The noise drives back the two symbiotes.

Effective but not a perfect defense

Carnage counters the sonic weapons with the symbiote bio-mass. The green symbiote oozes around the hero and formed up over a protective shield created by the sonics. Spider-Man and others back up as he says they are having fun now.

Spider-Man notes the sonics are drawing too much power and he needs to wrap this up. The sonics stop but quickly start again. He thinks they could be okay for a while. However, they stops once more as something shorts out on his belt.

Time to run

The bio-mass moves towards them. Spider-Man realizes they are not. He turns around and runs grabbing Shane and Naoko. He leaps away as the bio-mass splashes down onto the ground.

He reaches Venom and Carnage's "throne" and runs up it. The bio-mass surrounds the bottom and slithers up. He continues running up the chamber with the bio-mass behind him.

Spider-Man spins a web creating a sheet between the thrones. He tosses the mother and son onto it saying they should be safe while he takes care of the "sludge-brothers."


He runs back down as the bio-mass moves up. He fires some darts saying this won't be his day. However, the bio-mass slithers up around him. He grabs ahold of it and starts struggling as it tries to wrap around him.

Just then, two of Goblin's bombs fly out of the air. The bombs detonate detaching the tentacles holding Spider-Man. Goblin says the cavalry has arrived.

Saving the day in his underwear

Spider-Man sees him in his underwear hovering nearby joking that it's the fashion cavalry. He notes the "nice" underwear and orders him to get everyone out of there as he has a plan. Goblin salutes and flies off.

He flies over to Naoko and Shane. The boy asks about Spider-Man as Goblin picks them up. He claims Spider-Man has a plan and does not doubt him.

Free at last

Goblin flies through the chamber dropping more bombs. They detonate on the cage freeing the prisoners. The people make a run for it through the pipes.

Spider-Man leaps over a pipe.

Goblin flies out with Shane and Naoko.

Spider-Man stands between the thrones and begins pushes them apart. Venom and Carnage climb up them as Venom states he has troubled them for the last time and now he is history.

Spider-Man continues to struggle as they come closer. He jokes that history was never his best subject and he prefers phys ed.

So much for the bio-mass

Just then, the thrones break apart and collapse. Venom and Carnage look at each other just before they fall. Large piece of the thrones, part of supports holding the cavern up, collapse onto the bio-mass. The supports break apart all the way to the ceiling.

Not out of the woods yet

Spider-Man leaps off debris with Venom chasing him. He lands on one piece and spins it around sending Venom flying.

He spins a web and swings through as the cavern collapses. However, the piece it attached to also falls sending Spider-Man falling.

He thinks that at least Goblin got Naoko and Shane out as he is dragged down. Piece of debris surround him as he falls.

He never would have guessed that a goblin would save him

Just then, Goblin catches him out of the air asking if he is going up. Spider-Man says he is and jokes to take him to the penthouse.

The cavern collapses burying the bio-mass.

Live to fight another day

Venom and Carnage struggle to run out among the falling rocks. They head into a pipe just as a rock drops on it.

Back on the surface, an ambulance hovers down. There is an enormous hole with a building collapsed into it.

Showing some kindness

Nearby, a panda Bestial doctor pours coffee into a mug for a human. The ambulance lands nearby.

Doctors come out of the ambulance and look around. Machine Men stand around talking to people while others hover down. One Machine Man talks to the rhino-man and takes notes on a notepad.

Nearby, a car hovers over a group of humans. It passes an alley where Naoko and Shane stand watching Goblin.

Showing gratitude

Shane thanks Goblin. The hero wraps a blanket around his waist saying it is his job and he is glad to help. Naoko adds her thanks to her son's saying he is a real hero.

Shane then wonders where Spider-Man is as he wanted to thank him too. Goblin explains he swung away on his webs when they got out of the sewers. Naoko tells Goblin that if he sees Spider-Man to offer him her thanks as well.

She also tells him that if Spider-Man and Peter are such good friends that he should pay the rent today. Shane pulls at her arm. She tells him she hopes to see him again.

Something more going on between these three

Naoko and Shane walk away. Once out of earshot, Goblin says he hopes so too and calls her his love. He extends his wings and flies away.

Keeping an eye out on things

Spider-Man crawls out from under an overhang watching. His eyes glow in the darkness.

Elsewhere, a car hovers through the city. Spider-Man swings down when his picture is caught. He moves to shoot another web when another picture is caught.

A night out on the town

He leaps down onto a rooftop to capture a third picture. He leaps off and runs up a building saying he doesn't get enough time to do this, to work out the kinks like he used to on Earth. Another picture is taken.

Back to basics

He runs across the roof and leaps off. A fifth picture is taken. He swings from a flagpole as another picture is captured.

A car flies through the city passing a building with a billboard offering a ten-thousand dollar reward of Spider-Man.

A camera hangs from webbing under an overhang.

Spider-Man springboards off a building onto the side of another. Spider-Man says he is making money to pay the rent.

Just then, the webbing breaks and the camera falls. Spider-Man screams as he watches it go down.

Saving his livelihood

Spider-Man leaps down and fires a web. He catches the camera and swings away pulling it back to him. He says it is time to make his five-thousand dollars.

Later at the same building with the billboard, a man acknowledges that these are pictures of Spider-Man. Peter stands before a man at a desk flipping through the photos.

Making a living

The man says that this will break him but he will give Peter fifty dollars a piece for them. Peter retorts that the ad said it was five-thousand. The man laughs telling him not to believe everything he reads.

The man then offers a hundred each saying it is his final offer. Peter ask the man, Mr. Meugniot, if he can call him J. J.. Meugniot wonders what he is talking about. Peter tells him to forget it then asks for the money in cash.

Back at the apartment, wind blows loose papers around the street.

Making good on his promises

Shane sleeps in his bed and the light slowly shrinks as Naoko closes the door. Peter approaches her saying he got the rent and apologizes for it taking so long.

She thanks him and offers her own apologies. She said she should have trusted him to make good on his promise. She says Shane told her what he did and thanks him for sending Spider-Man after him.

Just needs a sunset to ride off into

Imitating a cowboy, he says he was nothing. Naoko laughs and, waving the money, says he might not be such a bad tenant after all and walks away. Peter watches her go smiling.


"I need a boarder with a steady paycheck. A job."
"This is my job. I used to make a living doing this. Well, more or less."

-Naoko Yamada-Jones and Peter Parker

"What was that about?"
"He's probably remembering the fights his father and I used to have."

-Shane Yamada-Jones, Peter Parker, and Naoko Yamada-Jones

"Look, Peter, I like you. But the wolf just isn't at the door. He already cleaned out the pantry."

-Naoko Yamada-Jones

"Way to go, Parker. She's trying to raise a son and run a medical clinic single-handedly. All she needs is some off-world moocher like you. And you just let her go out in the middle of the night, alone, to find her son."

-Peter Parker

"Goblin? What are you doing here?"
"I don't recall meeting you before, arachnid. And what I am doing is protecting the innocent from criminal scum like you and your symbiote friends."
"You're the local version."

-Spider-Man and Green Goblin, first line

"It's not easy being green."

-Green Goblin, quoting Kermit the Frog

"This area is my personal protectorate. I patrol it every night."
"Well, who died and made you superhero in residence?"
"Far too many, wallcrawler. Somebody has to stop scum like you. It's why I get up in the morning."

-Green Goblin and Spider-Man

"I'm not one of the bad guys. The name's Spider-Man."
"Right. You're not with Venom and Carnage. But a completely unrelated superpowered guy in a spider suit."

-Spider-Man and Green Goblin

"Time we make a choice. We can keep fighting each other, or we can fight them."

-Green Goblin

"I think, maybe, you upset them."
"And people say I'm perceptive."

-Green Goblin and Spider-Man

"My Spider-Sense is tingling."
"What is doing what?"
"Just trust me, there's danger here."
"The only danger we're in down here is breathing ourselves to death."

-Spider-Man and Green Goblin

"Booger at twelve o'clock."
"Don't you mean bogey?"
"I don't think so."

-Green Goblin

"Well, well. A celebrity among tonight's volunteers. Welcome, Dr. Yamada-Jones."


"The destiny of this world and all who dwell upon it was sealed countless millennia ago when our kind first arrived. We were the dominant lifeform upon this planet. Millions of years all lived in the harmony of the group mind. Our peace was shattered by the cataclysm that drove our kind from the surface. Where the individual joined the all, all lay dormant for untold centuries waiting patiently for us, its liberators, to arrive. And now, the group mind shall triumph, transform this planet into...he he he."
"Our kind of place."

-Carnage and Venom

"Like it or not, doctor, you're about to become part of the family."


"Guess there's only one thing to do. It's dangerous, but the fate of the world depends on it. I'm going to do what no other superhero on the planet would even consider." [Takes off pants] "Ooh, drafty in here."

-Green Goblin

"You have a bad habit of showing up where you're not wanted, Spider-Man."
"Yes, it's time that habit gets broken."
"Here's a song dedication to the symbiote slimeballs from your friendly interplanetary Spider-Man."

-Venom, Carnage, and Spider-Man

"Think hard, the cavalry has arrived."

-Green Goblin

"Going up?"
"Yes, please. Push the penthouse button, would you."

-Green Goblin and Spider-Man

"I hope we see you again."
"I hope so too, my love."

-Naoko Yamada-Jones and Green Goblin

"Yeah, they're pictures of Spider-Man, alright. Ugh, tell you what. This is gonna break me, but I'll give you fifty bucks a piece for them."
"Your ad said five-thousand."
"Ha! Don't believe everything you read, kid. Alright. A hundred bucks a piece, final offer."
"Mr. Meugniot, mind if I call you J. J.?"
"What are you talking about?"
"Nothing. Nevermind."

-Mr. Meugniot, first lines, and Peter Parker

"Thank you for sending Spider-Man after me."
"Aw shucks, ma'am. 'Twernt nothing."
"Ya know, you might not be such a bad tenant after all."

-Naoko Yamada-Jones and Peter Parker


Plenty of variety
  • Dinosaurs seen during the symbiote flashback include brontosaurus, stegosaurus, something similar to a Tyrannosaurus Rex with longer arms, pterodactyl, something like a T-Rex with rear-pointing horns on its head, and a T-Rex.
  • The symbiote coming out of the rock that crashed to the planet is a reference to The Blob. The bug-like creature coming out of a round object and attaching to the nearest creature is a reference to Alien.
  • The flashback shows a dinosaur being bonded with one of the symbiote spores. In the comic story Old Man Logan, Wolverine fights a dinosaur bonded to the Venom Symbiote.
  • Goblin has bats and Jack-o'-Lanterns on his boxer shorts, a reference to the two main weapons of Green Goblin, the Pumpkin Bomb and Razor Bat.
  • When Carnage and Venom spot Spider-Man, the hero shoots ten darts.


Do they not capitalize names on Counter-Earth?
  • New and York are not capitalized on the newspaper article.
  • The Daily Byte wrote an article offering a reward for a picture of Spider-Man the day after "Worlds Apart, Part Two", yet it takes Peter almost two weeks to get around to taking pictures of himself for the reward.
  • Shane is woken up in the middle of the night yet is fully dressed with his shoes tied.
  • Naoko has a tracking device on Shane yet goes in the opposite direction when she finally does get near him.
  • When looking for Naoko why does Spider-Man leave The Basement? Why go up to where the Bestials and cars are?
  • Shane is either very oblivious to the firefight going on nearby or really does not care about his personal safety.
  • The shot of the Machine Men confronting Shane is the same as when they confronted Spider-Man and Goblin.
  • Since when do Spider-Man's webs explode on impact?
Wingspan greater than the width of the pipe
  • While flying in the sewers, Goblin extends his wings past sides of the pipes.
  • If the bio-mass is made up of the little symbiote spores that control people why does it need to bring people to one location to infect them? Couldn't it just break off one to infect people anywhere?
  • When Carnage melts to go behind Naoko, the rhino-man holding her disappears.
  • How did the symbiote spore-controlled people get free?
  • Spider-Man collapsing the cavern onto the bio-mass apparently causes a sinkhole destroying several buildings yet there is no word about the mass damage and possible deaths caused by this.
  • When talking to the rhino-man, the Machine Man is not actually writing anything in its notepad.
  • Also, why would a robot need to take notes on a pad?
  • Spider-Man did not notice the giant billboard offering a ten-thousand dollar reward for the pictures.


  • Takes place a little over two weeks after "Worlds Apart, Part Two".
  • First appearance of Green Goblin, The Daily Byte, and Mr. Meugniot.
Theoretically they could still be around
  • Only appearance of the symbiote bio-mass and the spores' bug forms.
  • Goblin next appears in "Steel Cold Heart".


Main Actor Role(s)
Rino Romano Spider-Man/Peter Parker
Green Goblin/Hector Jones
Michael Donovan Carnage
Brian Drummond Venom
Garry Chalk Mr. Meugniot
Akiko Anne Morison Naoko Yamada-Jones
Rhys Huber Shane Yamada-Jones
Dale Wilson Machine Men
Kathleen Barr
Paul Dobson
Scott McNeil
Additional Voices


This is the only single episode, not counting the second half of the premiere "Worlds Apart, Part Two", that features a "Previously on" segment.

Wonder how Will felt about this honor

Mr. Meugniot is named after series' writer and producer Will Meugniot, though obviously modeled to parallel J. Jonah Jameson.

Throughout the series there are subtle hints that Goblin is Naoko's husband and Shane's father. However, it is eventually revealed in the tie-in comic that this member of the family is actually the Counter-Earth version of Wolverine.

The episode aired October 16, 1999. Despite being only three episodes in, the series was put on a two-month hiatus.

It was after the airing of this episode and before the airing of "Deadly Choices"; on November 3rd, 1999; that Fox Kids announced it was cancelling Spider-Man Unlimited due to the popularity of Pokémon.[1]

The episode was adapted into Spider-Man Unlimted #2. That was the last of the adapted comics as the rest were original stories.


Too bad Romano didn't have the range to make these two more distinct

"Stu" of Marvel Animation Age was not sure why this world's counterpart to Spider-Man's greatest foe was turned into a hero for this series but did not like it. He found it odd that Rino Romano would voice both Spider-Man and Green Goblin, and felt that he did not do a good job with either of them. He felt his Spider-Man was trying too hard to be cool especially when delivering embarrassing lines. He did like the design of Green Goblin, like having wings instead of the glider. He mentioned that he did not hate the suit. While he missed the web design and the cape was silly, he thought it wasn't too bad. He didn't think it was as good as the classic red and blue but it wasn't terrible. However, he did not like it being nanobots as well as it being hidden in his watch claiming it was unoriginal and outside of Peter's realm. He noted that the lack of Bestials in this episode probably kept it from having too many stupid moments, though he did find it unbelievable that Green Goblin could use a pumpkin bomb to blind robots. "Not a truly terrible episode, but if you compare it to "Enter the Green Goblin", you're bound to be utterly disappointed with it. It's better than the opening two part episode, however."

The episode has an 8.5 on and 6.9 on the Internet Movie Database.

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