Venom/Eddie Brock: You make it sound so complicated. All we want is to destroy every single aspect of your life. Is that so wrong?
A trio of masked thugs flee down an alley with some duffle bags but are accosted by Spider-Man... a muscular Spider-Man in a black-and-white costume. When the police arrive, the black Spider-Man attacks them as well before making off with the thieves' duffle bags. The following morning at ESU's laboratory, the Connors, J. Jonah Jameson, Peter, and Gwen watch as Colonel Jameson suddenly grows seven feet tall and inhumanly strong. Dr. Connors reveals Colonel Jameson was infected by alien spores that had been living on the symbiote, and the spores were altering his body to be better suited to a high-mass high-gravity environment. Jameson angrily demands that Dr. Connors cure his son, but Dr. Connors states that the only thing that seems to affect the spores is electricity, giving Colonel Jameson a specialized suit to monitor his condition. Jameson protests that the "Jupiter Suit" makes his son look like a superhero, but Dr. Connors informs him the suit is designed to to suppress the spores' activity and monitor the Colonel's vital signs, warning that the spores may effect his personality as well.
At Midtown High, Flash confronts Sha Shan and asks why she didn't come to his party, and Sha Shan rebukes him, unimpressed by his immaturity and arrogance. Peter begins to suggest to Jonah that Colonel Jameson embrace his new powers, but is interrupted by a phone call from the Bugle detailing the black Spider-Man's attack on the police. Jubilant, Jameson declares that he finally has all the evidence he needs to take Spider-Man down for good... and then suggests that his son be the one to bring the web-head to justice, dubbing him "Colonel Jupiter". That evening, Spider-Man goes hunting for his dark doppelgänger and notices an out-of-control armoured car with a webbed-up windshield. Before Spider-Man can rescue the driver, who accuses him of being the attacker, he is grabbed from behind by Venom, who taunts him. Spider-Man attempts to fight back, but Venom simply tosses him into a fuse box, knocking it into the fuel spilled by the crashed armoured car. The resulting explosion sets an apartment on fire, and the smoke is seen by Colonel Jameson, who decides to play the hero. Venom retreats as John arrives and introduces himself to Spider-Man as Colonel Jupiter. They work together to clear out the apartment, but when the armoured car's driver singles Spider-Man out as the one who started the fire, Colonel Jupiter offers to help Spider-Man explain his innocence to the police. Spider-Man refuses to stick around and risk being forced to reveal his identity, rousing John's ire as Venom watches.
At school, Gwen agrees to become Harry's girlfriend, fed up with being jealous of Peter and Liz. Flash corners Peter and demands that he help him win over Sha Shan, and Peter recommends joining the drama club, where auditions are taking place. As John watches a news broadcast on Venom's crime spree and muses on Spider-Man's innocence, he is attacked by Venom in the guise of Black Spider-Man, leaving him enraged as the spores begin to effect his personality. Meanwhile, Jonah demands that Captain Stacy issue a warrant for Spider-Man's arrest, or better yet, deputize his son and let him do the job, but Captain Stacy points out the black Spider-Man is much larger than the real Spider-Man and has a different fighting style. Jameson brushes aside the evidence, but Captain Stacy reminds him of what happened the last time the Bugle falsely accused Spider-Man of being a criminal. Jameson receives a phone call from John informing him of the attack, and Jameson tells his son to wait until the police determine whether the real Spider-Man is responsible. John, under the influence of the spores, refuses to listen and states that he intends to put a permanent end to Spider-Man. He attacks Spider-Man, who was out looking for Venom, and their fight trashes a planetarium. Spider-Man, remembering what Dr. Connors said about the spores being weak to electricity, lures Colonel Jupiter into a Van de Graaff generator and hits him with two million volts, purging the spores from his system. John, driven insane by the spores, is committed to Ravencroft, leaving Jonah heartbroken.
St. John Devereaux posts the cast for A Midsummer Night's Dream, with Harry, Mary Jane, Glory, Kenny, and Sha Shan all getting parts. Peter's brooding over Venom is interrupted by Liz's announcement that she made the cast, while Flash is outraged that he wasn't given a role. At the Daily Bugle, Jameson furiously blames his son's condition on Spider-Man, and to Peter's horror, Venom abruptly leaps through the window and announces for everyone to hear that Peter Parker is Spider-Man.
This episode provides examples of:
- Batman Gambit: Seeing how Spider-Man ran off before he was questioned by the police, Venom attacks Colonel Jameson at his apartment to tick him off into going after the real Spider-Man. Venom just wants to turn New York against Spidey by impersonating him, and having him fight J. Jonah Jameson's astronaut son John will make things worse. Then comes the finishing blow...
- Cliffhanger: Peter is forced to subdue Jonah's son when the alien spores drive him into a rampage. And just as Jonah himself blames Spidey for this mess, Venom shows up to the Daily Bugle drop this bombshell:Venom: "You want the wall-crawler? Then, here's a scoop: PETER PARKER IS SPIDER-MAN!!!"
- Continuity Nod: Captain Stacy points out to Jonah that Spidey's been framed before.
- Deadly Dodging: Spider-Man dodges Colonel Jupiter's attempt to grab him and sends him crashing to the pavement.
- Dude, Not Funny!: Colonel Jameson calls this on himself after joking about his transformation immediately after it occurs.
- Evil Laugh: After burying Colonel Jameson in rubble, Venom does this just to further enrage him.
- Faux Affably Evil: "Bro, it's been too long."
- Hair-Trigger Temper: As a side effect of the spores, Colonel Jameson develops one.
- Heavyworlder: The alien spores make Colonel Jameson huge, heavy and strong. Connors theorizes they're from a high gravity environment, something like Jupiter, which is where Jameson appropriates the moniker Colonel Jupiter. Connors provides a special suit meant of monitor Jameson's health with his condition under Earth's environment.
- Hulking Out: What happens to Colonel Jameson thanks to the alien spores.
- Hypocrite: After hearing that Spider-Man is on another crime spree, Jameson is inspired to make his son a superhero after his transformation to finally bring him down. Jonah and Peter call him out on his hatred of superheroes like Spider-Man, but Jonah excuses this because John is what he considers a "real hero" being a well-known astronaut, and backtracks to say he hates masked hero.
- Impersonation Gambit: Venom impersonates Spider-Man to discredit him.
- Jump Cut: The episode is interspersed with the various characters quoting Shakespeare.
- My Greatest Failure: Warren asks if Electro is another one of Curt's. Curt nods sadly in response.
- Sanity Slippage: The spores inflict this on John, to the point where he refers to himself as Colonel Jupiter a la Electro.
- Shout-Out: John makes a crack about being able to leap tall buildings in a single bound.
- Shout-Out to Shakespeare: Throughout the whole episode.Glory: By the pricking of my thumbs, something wicked this way comes.
Harry: Presume not that I am the thing I was. For I have turned away my former self.
Kenny: Reputation! Reputation! Reputation! O I have lost my reputation! I have lost the immortal part of myself, and what remains is bestial.
Sha Shan: Why strew'st thou sugar on that bottled spider? Whose deadly web ensnareth thee about? Fool! Fool! The day will come to curse this venomous bunchback'd toad!
Sally: O Villain! Villain! Smiling, cursed villain! That one might smile and smile and be a villain! Gooooooo villains!
Mary Jane: Doubt thou the stars are fire, doubt that the sun doth move. Doubt truth to be a liar. But never doubt I love.
Liz: O it is excellent to have a giant's strength, but it is tyrannous to use it like a giant.
Flash: I will be brief. Your noble son is mad. Mad call I it, for to define true madness, what is't to be nothing else but mad? *Beat* This is supposed to be English? - Spot the Imposter: Like before with the Chameleon, George points out that the Spider-Man committing crimes is not only wearing a different suit, but he has a different build and fighting style.
- Villain Reveals the Secret: At the end of the episode, Venom reveals to Jameson that Peter is Spider-Man. It subverted in the next episode, as no one believes him.
- Tempting Fate: After learning about another copycat framing him, Spider-Man desperately hopes it isn't who he thinks it is.
- Terrible Interviewees Montage: Zig-zagged. Most of the Midsummers auditions are competent, but Sally Avril tries turning hers into a cheerleading chant while Flash outright questions the material.
- That Man Is Dead: Electro makes a cameo to insist he doesn't know anyone named Max.
- With Great Power Comes Great Insanity: Using his powers drives Colonel Jameson insane.
