This week, Venom makes a comeback, this time with a host that hits a little close to home.

Superheroes never really get to slow down or take a day off, do they? Peter’s finding this out the hard way this week, as he seems to have come down with the flu and is generally four kinds of sick and gross. But! He’s still donning the red and blue costume, especially when he sees that some sort of giant metal dragon is attacking the city. But before he can even finish getting into his costume, it seems someone’s already taken his place. Someone in a black outfit-a black Spider-Man outfit-takes out the dragon by punching its metal heart out. Peter watches with a horrified look on his face. “Did I just get replaced?”

The stranger in the black Spidey suit becomes a sensation within minutes, and they’re calling him “Black Suit Spider-Man.” Everyone loves this guy, he’s already got a fan club at Midtown High, Jameson is calling him a hero, and even worse, the old Spider-Man, aka our hero, is now a laughing stock. But Peter doesn’t buy it, especially since he’s got a pretty good idea about who this stranger really is. (This involves an extended gag involving an imagined Saturday Morning cartoon “The All New Different Spider-Man!”, narrated by Peter in a Bela Lugosi voice. It’s surprisingly funny.) He goes to Fury and his fellow super-teens and tries to explain that there’s something wrong with this new guy- and that Peter suspects it to be Venom, who almost made pretty short work of them in his last appearance by taking over almost all of their bodies. But no one seems very keen to listen to Peter. “Is your nose out of joint just because this guy’s doing your job better than you?” Luke asks. “My nose isn’t out of joint, it’s full of snot!” Peter says.

On his way back from SHIELD, Peter runs into none other than his black-suited doppelganger and tries to get an idea of who he is, before engaging in a short brawl with him. “I’ll tell you who I am- I’m better than you.” the stranger says, in a familiarly modulated voice. This whole ordeal is caught on tape and gathers some attention, firstly from Dr. Octavius. He immediately noticed the similarities between the Black Spidey and the original Venom symbiote. He shows it to Norman Osborn. At Midtown High, Sam rags on Peter for the fight before Harry approaches. Peter is still all sick and gross and generally meant to be kept at a distance from others, but he notices a very high-tech watch on Harry’s wrist and asks about it. Harry pulls him into the boy’s bathroom and asks if Peter can keep a secret. Harry pushes a button on his watch and the black symbiote comes spiraling out of his watch, covering his entire body. He is the Black Suit Spider-man.

Peter is floored and Harry can tell. “You’re freaked out. I freaked you out.” But he tells Peter that he wanted him to know first, saying this is all something to finally make his dad proud. Peter doesn’t quite know what to do, trying to remain a good, supportive friend but obviously concerned for his friend. At Oscorp, Harry tries to tell his father, but Norman prioritizes a board meeting above talking to his son. On the street, Peter is keeping an eye on things. Fury calls him, suspicious that he’s keeping something from him when it comes to this whole Venom thing. He theorizes what it would be like if he ever went public with his identity and comes up with an entire list of good reasons (supervillains following him home, getting publicly ridiculed, etc) that staying behind the mask is for the best. One of Octavius’ dragon robots shows up again and before Peter can take it on, Black Spidey has already smashed it to the ground. But something’s wrong and he becomes abnormally aggressive, attacking a civilian with pieces of the robot wreckage. Peter tries to get him to stand down and he attacks him, throwing a taxi at him. “You’re supposed to be the good guy!” one of the civilains yells. Harry finally loses control of the suit, and morphs into full-on Venom.

A long fight scene between Spidey and Venom goes down, and the two are wrecking up the joint, while Peter tries to think of ways to get Harry out of the symbiote. At one point, Venom throws Peter through the window of the Oscorp building, right in the middle of Norman’s board meeting. “You don’t care- you never care!” Venom barks at Norman before Spidey drags him back out. (At one point, Venom breaks his fall by dragging his hands down the side of a skyscraper, tearing it up. A move that I dubbed “pulling a Hulk.” Have you seen ‘The Avengers’ movie yet? You should.) Spidey manages to get Venom on the rooftop near that Daily Bugle broadcasting screen that always seems to get torn up, and electrocutes him not once, but twice, and seems to destroy him, rescuing Harry. Harry destroys the watch that held the symbiote, and Peter comes this close to telling Harry his secret identity, before remembering all the reasons why he shouldn’t.

At Octavius’ lab, he sees footage of the fight between Spidey and Venom, now realizing that Venom is Harry. Osborn enters and Octavius turns off the footage. Norman seems to have no idea that his son was involved in any of this and wants Venom to be perfected and used. Octavius is perfectly content to follow orders and keep Norman in the dark about Harry. Back at SHIELD, Peter and Fury debrief about the whole situation, and Fury still thinks that Peter is keeping something from him, re: concerning Venom’s identity. “What’s the difference who he was?” Peter asks. At the Osborn mansion, Harry lies in bed, asleep. A tiny strand of black symbiote crawls out of his ear, before retreating back in.

So this outing with Venom was a little more narratively interesting than his first appearance. Yes, yes, I know, Venom isn’t Eddie Brock, and that’s disappointing in it’s own right, but..this twist, with Harry taking up the mantle, actually kind of works for me. It’s a way to keep his and Peter’s friendship on the ropes without basically copying what happened over the course of three Sam Raimi Spider-Man movies, even though the Green Goblin hasn’t even been introduced yet. This is also one of the few episodes of the entire season that has recalled something that happened in a previous episode, which is definitely why it had a lot more dramatic cohesion as an episode. Stuff is happening because they set it up to happen, and not just for no reason! (Lookin’ at you, last week’s Hulk episode.)

Although I was disappointed by the severe lack of SuperTeen Team for the second week in a row, I do like the sense of world building going on here, between Norman Osborn’s scheming and neglecting his son, and not noticing that he’s basically responsible for turning him in to a supervillain- yes, good show, well done there. As for the rest of it? Some of the jokes were pretty good this week, between the recurring bits I mentioned previously and the constant Peter-hacking-and-sneezing all over everyone and everything, the cutaways and humor did pretty decently. The show seems to be building it’s confidence, and we can only benefit from that.

If you missed the previous episode be sure to read our ‘Ultimate Spider-Man: Exclusive’ recap to catch up.