Venom Bomb
2, 17
Air date July 21, 2013
Written by Man of Action & Scott Mosier
Directed by Phil Pignotti
Episode Guide
Ultimate Deadpool


Guardians of the Galaxy
Spider-Man! Don't...let...the symbiote...get-

Venom Bomb is the 17th episode of the second season of Ultimate Spider-Man. It aired on July 14th, 2013.


Spider-Man works with Doctor Octopus when The Green Goblin unleashes Venom.


Spider-Man and the team battle Norman Osborn who is still in his Goblin form. He attacks them with pumpkin bombs while riding the Goblin Glider. Nova tried to blast but is knocked into Iron Fist but they are caught in on of Spider-Man's webs. He threw two pumpkin bombs, but in that time the team re-group. The team goes on the offensive blasting him and binding him in web, knocking off the glider. The Goblin is then taken into custody by S.H.I.E.L.D. who take him away in a Quinjet. The team are shocked at how easy the take down was, but then Spider-Man's spider sense goes off.

Spider-Man man web slings through Manhattan, where he travels to a rooftop to meet with Harry Osborn, still dressed as Spider-Man he tells him they have his father in custody. On the Helicarrier Spider-Man met with Nick Fury in front of Osborn's holding cell. Spider-Man asked how they are going to help him, but Fury told him they are going to hold him on the S.H.I.E.L.D. moon base to protect the people of Earth until they can find a cure.

While still bound the Goblin releases a capsule containing the Venom symbiote from his mouth and it begins to spread. Spider-Man then went to Doctor Octopus cell to beg for help in curing Osborn. He refuses but becomes agitated when Spider-Man reveals the Goblin is on the Helicarrier. In a S.H.I.E.L.D. lab a team of scientist are working on a piece of Venom, when the symbiote released by the Goblin attacks binding with the lab sample attacking the S.H.I.E.L.D. agents covering them with the symbiotes. Fury with the alarming going off orders the separation of the Asto-Carrier and takes that part of the ship into Orbit. The symbiotes keeping attacking the S.H.I.E.L.D. personal turning more and more into symbiotes. They attack Spider-Man, but he tries to flee the best he can but ends up in a room with Agent Coulson who is the possessed as well. The two fight Spider-Man narrowly missing his attacks until Fury arrive and blasts him with and energy weapon allowing Spider-Man time to trap him in a trash shoot. When he tried to thank Fury, he is also possessed becoming a one eyed symbiote. Still using the laser Fury blasts Spider-Man, but he narrowly avoids his attacks. The symbiotes free the Goblin, and using his electro-gauntlet he wins their loyalty. The symbiote is to strong for Spider-Man but with the Electro-Webs he shocks the symbiote enough to free Fury for a second and he agreed with the plan, but the creature was to powerful.

The Goblin confronts Doc Ock ripping him from his cell. Spider-Man finds his Iron Spider Armor and goes on the attack blasting the symbiotes. The Goblin tortures Doc Ock, but Spider-Man arrives in his armor and punches him and rescues the Doc. The two fly to create an Anti-Venom, while Osborn bonds with the symbiote himself. They recover Doc Ock's tentacles, much to his joy and begin to create the Anti-Venom, but Doc Ock is shocked by Spider-Man's scientific abilities and calls him a adequate assistant. But the Venom/Goblin burst in and attacks, so Spider-Man battles him while Ock finished the formula. Now twice as powerful, Spider-Man in his armor struggles to fight him, but does allow enough time for Doc Ock to create the Formula. However the self destruct timer is about to go off giving them five minutes. The fight leads back to the lab and the formula is released in a blue gas like cloud spreading through the Helicarrier and curing everyone one, but the formula also return Norman back to his human form as Doc ock gets away in an escape pod. The Venom symbiote now without a host attacks but is sucked out an airlock along with Spider-Man, whose armour begins to fail as they battle in space. Using the armors jets, he blasts the symbiote and arrives back in the hanger with the helicarrier (still set the blow), but Fury and Coulson arrive and deactivate it. Spider-Man meets with Harry again and he tells him of the news of his fathers cure. Showing him a hologram of him resting in bed. Fury contacts Spider-Man and tells him for once it was a win for their side, which Spider-Man finally accepts.


Main Characters

Supporting Characters


Other Characters



  • Harry Osborn: Oh, yeah, how?

  • S.H.I.E.L.D. Agent: Huh?
  • (Symbiote attached to S.H.I.E.L.D. Agents)
  • All: Aah!
  • Computer: Alert. Alert. Lab security breach.
  • Nick Fury: Initiate space-carrier separation sequence. Take this ship into orbit.
  • Spider-Man: That's not good. I'll be back.
  • Dr. Octopus: Wait! Don't leave me in here.
  • Spider-Man: Uh, that doesn't sound good.
  • S.H.I.E.L.D. Agent: No. No. Stay back, Spider-Man.
  • (Symbiote attahed to S.H.I.E.L.D. Agent)
  • Spider-Man: Oh, no. Venom. Huh? Make that Venoms. Whoa. I can't go all super-spidey on 'em. It's not Venom. It's people infected by Venom. People that I work with. Come on, guys. Follow me. See ya. wouldn't wanna be ya. Thankfully, these S.H.I.E.L.D. Agents are good but not that good. I'm lucky it isn't someone like... Coulson?
  • Phil Coulson: Spider-Man. Don't let the symbiote get-- [Roars]
  • Spider-Man: I hate to say something nice about you, Coulson, but you're pretty tough. Whoa. A high school principal that's also a top level S.H.I.E.L.D. Agent. This isn't gonna be easy. I need to take him out without hurting him. I need a distraction--
  • Nick Fury: Coulson, either stand down, or I'll take you down.
  • Spider-Man: Right on. Now, let him attack me.
  • Nick Fury: Him attack you?
  • Spider-Man: Trust me.
  • Symbiote Phil Coulson: [Roars]
  • Spider-Man: Hey, Coulson, tour momma sews smelly socks. Nick! I thought for sure you'd been--- (Symbiote attached to Nick Fury) Turned into my worst nightmare. I definity prefer having trying to run my life instead of trying to end it. So Fury's taught me a lot of things since I joined S.H.I.E.L.D. But the one thing Fury never taught me, was how to defeat Nick Fury.
  • S.H.I.E.L.D. Agent: Agent, double up the security on the Goblin. I don't want-- [Screams]
  • Symbiote S.H.I.E.L.D. Agents: [Growling]
  • Green Goblin: Well done. Excellent. DO not forget your purpose. You need freed your new master.
  • Symbiote S.H.I.E.L.D. Agents: [Together] Master.
  • Spider-Man: So, yeah, fighting Nick Fury when not taken over sludge would be tough enough, but this is impossible. Come on, Nick. I need your help here. I can't do this without you.
  • Nick Fury: Taser Webs, Hoo-hah.
  • Spider-Man: Taser Webs. Thanks, Mini Nicky.
  • Nick Fury: Opp, gotta go. [Growling]
  • Spider-Man: There he is. C'mon Fury. Fight it.
  • Nick Fury: Ahh!
  • Spider-Man: It's not enough energy. Now what? Just for the record, this is going to hurt me a lot more than it hurts him, and it's really going to hurt him. [Grunting]
  • Symbiote Nick Fury: [Roaring] [Groaning] Don't let up. It's the only way to keep it off me.
  • Spider-Man: Uh-oh.
  • (Symbiote attacked to Nick Fury)
  • Spider-Man: Okay, guess it's gonna take a little more than that. Time for Plan B.
  • Symbiote Phil Coulson: [Roars]
  • Doctor Octopus: [Grunts] Get off me, you diseased maniac.
  • Green Goblin: Is that your professional opinion, Doctor? You will finally pay for what you have done to me.
  • Symbiote S.H.I.E.L.D. Agents: [Growl]
  • Green Goblin: You can run, but you can't hide, Octavius.
  • Spider-Man: Remember this little piece of hardware? Here goes nothing.
  • (Iron Spider Armor attacted to Spider-Man)
  • Iron Spider: That's right. It's your Friendly Neighborhood, Fully-Armored teched out, kick-butt, Iron Spider. Time to save the day.
  • Green Goblin: I will have my revenge on everyone who has wronged me, including you.
  • Computer: Attention, ALl S.H.I.E.L.D. personnel. Tri-Carrier Security Systems have been compromised. Automated self-destruction failsafe sequence has been initiated.
  • Iron Spider: Oh, great/ How much worse can it get?
  • Doctor Octopus: Please, I need my arms.
  • Iron Spider: Working on it. But you still need to do something for me.
  • Doctor Octopus: Anything.
  • Iron Spider: I need a lab flunky to help me whip up a Venom antidote, and you've been elected.
  • Doctor Octopus: Lab assistant? I can easily produce my own formula.
  • Iron Spider: Whatever. Let's move it.
  • Green Goblin: Time to get serious. Come. Join me.
  • (Symbiote attached to Green Goblin)
  • Goblin-Venom: [Laughs]
  • Doctor Octopus: Ah, there they are.
  • Iron Spider: Okay, but if I see you doing your typical super-villain shtick with 'em. I'll send you back and feed you to the Goblin.
  • Dr. Octopus: [Laughs]
  • Iron Spider: [Shudders] Yuck. Never mind the family reunion. Let's get to work.
  • Dr. Octopus: This is very difficult work. I am most likely the only person alive who could perform this procedure. Now where is the--
  • Iron Spider: You mean this?
  • Dr. Octopus: Yes, that's exactly. As I was saying, The precise chemical combination that will--
  • Iron Spider: You'll need some of this, too.
  • Dr. Octopus: Yes, very good, Spider-Man. I am surprised at your ability. You are quite adequate... as an assistant, that is.
  • Iron Spider: Did he just call me an asistant?
  • Dr. Octopus: Spi-Gor. Bring me the secret formula.
  • Spi-Gor: Yes, Master.
  • Iron Spider: Yeah, right. Hey, I told you. I've actually produced my own Anti-Venom before.
  • Dr. Octopus: A valiant effort, I'm sure. But this is different. The Goblin is different. True balance is what is needed here.
  • Iron Spider: What a team, huh?
  • Goblin-Venom: [Roars]
  • Dr. Octopus: There is your enemy. Destroy him first.
  • Iron Spider: Someone justput the "I" in "Team."
  • Goblin-Venom: [Roars] Look at what I have become.
  • Iron Spider: I really liked him better when he was good ol' stormin' Norman...
  • Dr. Octopus: Keep him occupied while I finish the Anti-Venom.
  • Iron Spider: Why do I always have to keep the giant, evil, spider-creature occupied?
  • Dr. Octopus: Bond the free radicals. Start chain reaction. Rearrangment sequence. Anti-Catalyst cell infusion. I'm trying to work.
  • Iron Spider: I'm not on recess, you know.
  • Goblin-Venom: Your time is up, Spider.
  • Iron Spider: IF you say so. Tag, Green goopy-goop you're it.
  • Dr. Octopus: Six grams, yes. Initiate formula synthesis.
  • Iron Spider: Are we close?
  • Dr. Octopus: Genius cannot be rushed.
  • Computer: Attention. Tri-Carrier self-distruct sequence countdown has begun...
  • Iron Spider: Huh? The clock's ticking.
  • Goblin-Venom: [Snarls]
  • Iron Spider: Gotta lead him back to the lab. Hopefully Ock will be ready.
  • Goblin-Venom: End of the line, Hero. Now, I am ultimate power incarnate.
  • Iron Spider: Hey, Doc, I'm running out of running room.
  • Dr. Octopus: I'm almost done. Just one last thing.
  • Iron Spider: You need to synthesize it.
  • Dr. Octopus: I know. Done. Now, where are you?
  • Iron Spider: Doc. Release it now.
  • Goblin-Venom: You. You're nothing. Give me that.
  • Dr. Octopus: No.
  • Iron Spider: Nuh-uh, Ock. You're gonna have to share your toys with everybody.
  • Goblin-Venom: [Roaring]
  • Dr. Octopus: [Laughs]
  • Nick Fury: [Panting]
  • Goblin-Venom: [Roars]
  • Iron Spider: Mr. Osborn. It worked all around.
  • Dr. Octopus: Just remember, this you wanted this, but the consequences of seperating Venom from it's host-- I'd prefer not to be around for them.
  • Iron Spider: We've still got a ship to save.
  • Dr. Octopus: Cured or not, they can all burn when this craft destroys itself. Goodbye, Spider-Man.
  • Iron Spider: Okay, what did he mean by "Consequences"?
  • Norman Osborn: Spider-Man... What's happening?
  • Iron Spider: Should've gone to the bathroom before I suited up. Wait. That's it. Go to the bathroom. Computer, open airlock JP 12 and flush the main lab. I can't take much of this. My armor's taking too much damage. What? Not now. I got one chance to get this right. Gonna fire everything at once. I really hope this works. Uh-oh. I did it. I;m the man.
  • Computer: Alert. alert. Tri-Carrier will self-destruct in five seconds four.
  • Iron Spider: You gotta be kidding me. Come on.
  • Computer: Two...
  • Iron Spider: I give up.
  • Nick Fury: Not today.
  • Computer: Automated self-destruct sequence aborted. Have a nice day.
  • Nick Fury: That automation's a little too sensitive for my tastes.
  • Iron Spider: Hey, Fury, can someone plug in my suit? Battery's low.
  • Harry Osborn: What do you want?
  • Spider-Man: I-- uh, I got some news about your dad.
  • Harry Osborn: What?
  • Spider-Man: I said I would do everything I could to help him, and that's what I'm doing.
  • Harry Osborn: Take me to where my father is... Wherever he is.
  • Spider-Man: Sorry, Harry, I can't do that. But for now, I can't at least show you now he's doing.
  • Harry Osborn: Is he... Is he okay?
  • Spider-Man: He still needs a lot of recovery time, but he should be all right. You;ll be with him soon. I promise.
  • Harry Osborn: I'll believe that when it happens. [Sighs] Everything's changed now. Feels like it'll never be like it was.
  • Spider-Man: But maybe he's right. Maybe everything has changed.
  • Nick Fury: (On Watch) There's lots of damage, but we'll get the ship back into shape in no time. Lately we've had lots of practice this thing back together.
  • Spider-Man: Oh, not to rain on your parade, but do we have any idea want happened to Doc Ock? Last I saw, we'd hopped in an escape pod...
  • Nick Fury: (On Watch) Our tracking lost him somewhere over North America...
  • Spider-Man: Oh, great. It never stops, does it?
  • Nick Fury: (On Watch) You did a great job, Kid. You saved the day.
  • Spider-Man: Really? Doesn't feel like it.
  • Nick Fury: You single-handedly took on Venom and the Goblin and won. But even more importantly, The thing that I'm even more proud of... is you didn't give up on a friend. When everyone else gave up on Norman, including me, you stuck to your guns to help him. Now what's being a hero.
  • Spider-Man: So... We won this time, right?
  • Nick Fury: (On Watch) Yeah. This time we did.
  • Spider-Man: Okay. I'll take it.


  • Norman Osborn has now been cured thanks to Venom.
  • This is the first Venom's last appearance.



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