This week, Peter and the gang tangle with one of the most famous members of Spidey’s Rogue’s Gallery.

We open on Peter riding the Spidercycle through a subway tunnel, being chased by a tentacled robot of some sort. Peter narrates that he has no idea where this particular evil robot comes from or what it wants, but to sum his history with them in the past- “Robots just hate me.” Fury tells Peter to use the new weapons from SHIELD and at first Peter hesitates but when it looks like the robot has him beat, he disarms it using his new electrowebs, which electrocute the robot. Peter lets the oncoming train pulverize it and heads off for school. He notices everyone staring at him in the tunnel, only to realize that a patch of his costume has been torn off, revealing a flash of Spider-bum. On the rooftop, he gathers his things together for class, wondering what that robot wanted from him in the first place. From underneath his backpack, a tiny little robot crawls out, having acquired a “bio-sample” of Peter’s blood.

Peter finds himself late to school and locked outside, but luckily Harry is there to let him in. He invites Peter over to his house to watch movies with MJ, since his dad’s going to be out of the house. Their plans are interrupted by Sam, Danny, Luke and Ava, who drag Peter off to talk about superhero stuff. Harry is definitely a little peeved and begins to suspect that Peter has replaced him.

Dr. Octavius reports to Norman Osborn about the blood sample he obtained from Peter, saying that he was able to isolate all of the deadliest parts of the mutant spider DNA, namely all the rage and aggression and wants to use them to make an army of Super Spider Soldiers. Dr. Octavius says that it will take months to perfect the experiment, but Osborn wants it immediately. Dr. Octavius promises to have something for him by that night.

Contrary to what Harry seems to be paranoid about, the four superteens really just want to rag on Peter for his embarassing, butt-revealing fight with the robot. They remind him that Fury wants them to work together as a team but Peter says that part of his agreement with Fury was that he would get his own time to himself, both as Peter Parker and Spider-Man. Outside of class, Harry confronts Peter about blowing him off and the two get into a minor argument. MJ suggests that Peter invite Sam, Ava, Luke and Danny over to Harry’s to try and get everyone to be friends.

At the Casa de Osborn, Harry tries to explain his frustration over Peter hanging out with other people and Osborn remarks how unlike him that is. Harry keeps talking, trying to have a one on one with his dad, but Osborn’s too distracted by watching J. Jonah Jameson rant about Spider-Man on the news, and Harry feels even more dejected. Osborn leaves Harry for the night and leaves Harry $1000 (in case he gets hungry, natch) and Harry makes a phonecall, asking a friend what the two of them could do with it. Later in the evening, Peter and the gang go to Harry’s, hoping it will all go over well. They enter to find Harry throwing a raucous party with most of the school invited.

Osborn calls Dr. Octavius at his lab and Octavius reports that the lifeform he created for Osborn escaped. When Osborn asks where it might be headed, Octavius says it will return to where it came from- Spider-Man. At the party, Harry tries to flaunt how popular and well-beloved he is in front of Peter, much to Peter’s chagrin when he’s hit by a sudden barrage of Spidey-Sense and ducks off into the bathroom. He tries to figure out where it’s coming from when he’s accosted by Flash Thompson, who attempts to give him a swirly. Suddenly, a torrent of black, sentient fluid comes spiraling out of the toilet. It attaches itself to Flash, covering him, and turning him into a black, tentacled symbiote.

A fight ensues and Peter pulls on his Spider-Man gear and tells everyone to get out of the building. The superteens (okay this group needs a real name, I’m just saying) arrive in costume and Nova tries to get rid of the symbiote using his energy beams, and manages to blast it off of Flash but it takes him over, making him a symbiote now endowed with all of Nova’s powers. It tries to escape and Spidey manages to get it on the ropes on the side of a skyscraper, forcing it up onto the roof. He’s flanked by Iron Fist, Power Man and White Tiger. Power Man steps up to try and get rid of it, but is also the next to become a super-powered black symbiote, which kind of looks like a Ninja Turtle when it’s in LukeCage!Mode. This results in a really gorgeously animated fight between the symbiote and Iron Fist, who says “Let him go before I forget I’m a pacifist.” Danny tries his best to subdue the symbiote but ends up getting the black goo on himself, resulting in, yes, an Iron Fist Symbiote.

Having seen enough of this thing hurting his team, Peter tells the symbiote that if it’s him it wants, he can take him and the symbiote doesn’t waste anytime. Once encompassed, Peter realizes how much of his own rage he sees in the creature and struggles to fight against it. It adapts to the Spider-Man suit, turning to the rest of the superteam and growling “I. Am. VENOM.” White Tiger steps up to try to fight him, but can’t do it on her own. “Man, I wish we hadn’t just had a special moment where you sacrificed yourself and junk.” Nova says before going to help her. Unbeknownst to Peter, MJ and Harry have tried to slip onto the roof so MJ can get footage of the symbiote to get a job at the Daily Bugle. The fight against Venom nearly knocks MJ and Harry off of the skyscraper and the shock of seeing his friends in peril helps Peter fight back against Venom. He breaks out of the symbiote and uses his electrowebs to destroy it. Harry and MJ climb onto the roof, trying to find Peter. They ask the still-costumed superteam if they’ve seen him. “Peter Parker?” Danny responds. “Shrimpy arms?” says Luke. “Three dollar haircut?” says Sam. “Only a 98 average?” says Ava. (I love them.)

Norman Osborn tries to punish Dr. Octavius for his failure only to find that the man has actually improved upon the symbiote and has managed to make it stronger and more volatile. Back at the Osborn penthouse, Peter helps Harry and MJ clean up and MJ senses that the boys are due for some make-up time. Peter apologizes to Harry for earlier in the day and while Harry seems ready to accept his apology, he makes an interesting discovery. A piece of the black symbiote is still crawling around the house. Harry bottles it and hides it from Peter.

A solid outing for Peter and the gang, a little more interesting than last week’s fight against Doom, mostly because it’s fun to see Spidey fight his own villains, the ones more custom-tailored to his world. I thought it was a neat nod to recent Marvel lore that the first person to become “Venom” was Flash Thompson, who currently holds the helm as Venom in ‘Secret Avengers’. This was also an excellent episode for the animation team, from the fight in the subway tunnel, to the very different individual fights with the Venom-Teens, my favorites being the fight on the side of the skyscraper with Spidey and Venom-Nova and especially the fight between Iron Fist and Venom-Power Man, where they really got to showcase Danny’s acrobatic, martial arts driven skills.

What I’m still missing from this show is character- mostly from our band of SHIELD teens. We see it in the cracks here and there: Sam is a headstrong but ultimately geeky and insecure guy, Ava is brainy and doesn’t suffer fools lightly, Danny has his pacifist-zen master sufer dude thing going on and Luke is well…tough. But funny. Seriously, I want more of these kids, where they come from and why they are the way they are.

The show does well enough with the regular cast of Spider-Man characters, especially Peter, Harry and Norman Osborn, who are all nicely shaded. Very little to speak of from SHIELD this week, but it was a welcome excuse to show a little more of Peter’s relationship with his friends. Which is why I want more back story on the other superteens- why aren’t they more invested in being normal teenagers and making friends like Peter? Is it because they know the casualties of being superheroes and having friends? I do like the set up with Harry and the Venom symbiote, since this show has made a strong point in showing that Norman Osborn may be a ruthless evil man, but his work repeatedly puts his son in danger. Interesting things on the horizon.