|Season 2, Episode 8|
|Air date||March 31, 2013|
|Written by||Man of Action and Paul Giacoppo|
|Directed by||Phil Pignotti|
Spider-Man is zooming around the city on his Spider-Cycle, thinking that today was going to be a great day. However, robo-bats appear and start attacking Spider-Man. He swings away, setting the Spider-Cycle on auto-pilot. He immediately starts making bat puns while the probes herd him towards the Green Goblin who starts attacking him with missiles. After a short fight, the Green Goblin distracts Spider-Man by destroying a pillar, causing him to hold up the building. The Green Goblin flies away, saying that he has "a family matter to attend to." The building then crushes Spider-Man.
His team then saves him from being crushed. Spider-Man tells his team-mates to lay low while he gets up close and personal with Harry Osborn. Spider-Man says he and Harry are still best friends, even with White Tiger saying they probably should not bother Harry with everything going on, and Peter Parker goes to meet him.
They have an awkward conversation in the car, leading to Peter contemplating whether or not to tell Harry he's Spider-Man. Before he could come to a decision, his Spider-Sense goes off and he gets Harry to duck just as the Green Goblin tears off the roof of the car. Peter and Harry run down an alley and Peter realizes he left his costume in the car. Power Man, White Tiger, Nova, and Iron Fist arrive, but the Green Goblin quickly traps them. They run away from the Green Goblin only to get cornered. Harry confronts his father, thinking he wants him. However to everyone's surprise he was after Peter. He shocks him and brings him back to his lab.
Peter wakes up strapped to a table. The Green Goblin calls him son and says he always wanted Peter as he a son instead of Harry and that he can be a better creation than Spider-Man. He then injects Carnage into Peter and Peter becomes Carnage. Carnage breaks free of his restraints and thrashes the lab. The Green Goblin finds out that Spider-Man is still alive and sends Carnage to destroy Spider-Man.
Meanwhile at the Oscorp building, Harry is talking with Nick Fury about the attack. Near them, the team is talking about what might have happened to Peter, including the probability of the Green Goblin knowing Peter's identity. At that moment, Carnage busts in through the window and starts attacking the team. Harry recognizes the symbiote and realizes Peter is inside it. Just as Carnage is about to destroy Nova, Harry gets it to stop. He starts to bond with it, freeing Peter. Then Harry leaves to finish the Green Goblin once and for all. Peter becomes Spider-Man and follows him.
The two of them reach the Green Goblin and have a truce, they will work together to take down the Green Goblin. Once they take down him, Harry tries to kill him. Spider-Man tries to stop him but Harry throws him off. Iron Fist contacts him and they have a plan. Peter removes his costume and appears as himself to Harry to stop him from killing his father. Harry removes the symbiote and puts it away. As the Green Goblin starts to question why Peter Parker appeared when Spider-Man left, Iron Fist in Spider-Man's costume along with White Tiger, Power Man and Nova. Iron Fist saves Harry and leaves, after Peter tells him to not use all his web fluid.
Later, Peter meets up with his team-mates and Nick Fury and finds out that the Green Goblin got away. Nick assures him that they didn't lose as they recovered the Venom symbiote. Iron Fist gives him back his suit. Peter catches up with Harry and they go home together. He says that even though he day wasn't perfect, he had gotten his friend back.