We’re told from a young age not to judge a book by its cover — or, in Spider‑Man’s case, not to judge someone by the mask they wear.

This episode opens with a perfect example of why. With nothing more than a panicked shout about “something green” attacking Naoko, Spider‑Man leaps into action and immediately goes after the first green thing he sees. Predictably, it’s the wrong one. Sure, the Goblin is green, but Spidey is letting his past colour his present — something he really can’t afford on a strange, unpredictable world like Counter‑Earth.

The Goblin makes the same mistake. He assumes Spider‑Man is working with Venom and Carnage simply because of the spider‑motif on his suit. Within minutes, the two are trying to take each other down based on nothing more than surface impressions.

But then comes the twist. The moment the High Evolutionary’s forces target the Goblin, he instantly pivots, teaming up with the very man he was trying to kill. He recognises that Spider‑Man’s only goal is to save Naoko and Shane, who have been taken by the Synoptic as living fuel.

What follows is an unexpectedly fun, chaotic partnership — two enemies forced into alliance, bickering and bantering their way through danger before parting ways again.

And then the real reveal drops: the Goblin knows Naoko. He cares about her. He loves her. His identity isn’t just a twist — it reframes everything we’ve seen.

It turns out the old saying is right. You shouldn’t judge anyone by their colours, their costume, or the mask they wear. As this episode shows, the person underneath is what truly matters… even if they never show their face.

Naoko’s disappearance begins quietly – just a mother searching for her runaway son in the dead of night – until something green and hungry slithers out of the sewers and drags her screaming into the depths. By the time Peter reaches Shane, the boy can only describe it as a “green thing,” and that’s enough to send Peter racing into the streets, shedding his guilt and his civilian clothes for the suit.

His hunt is immediately derailed by a winged, bomb‑throwing vigilante who looks suspiciously like a Goblin Peter once knew… except this one claims to be a protector of the innocent. Their rooftop clash turns into an uneasy truce when Machine Men descend on them both. Forced to fight side‑by‑side, Peter realizes this Goblin isn’t a monster – just another soul trying to hold a broken world together.

Meanwhile, Naoko awakens deep beneath the city, surrounded by spores, cages, and the last two beings Peter ever wanted to see again: Venom and Carnage. Here, in a cavern built from living symbiote biomass, they reveal the truth – Counter‑Earth’s ancient past belonged to their kind, and they intend to reclaim it by infecting humans and Bestials alike. Naoko is next in line.

Peter and Shane reach the cavern just in time to stop the spore from taking her, but the symbiotes unleash the full force of the biomass. Even Peter’s sonics can’t hold it back for long. The Goblin – pants sacrificed to the cause – dives in as unexpected cavalry, freeing prisoners and hauling Naoko and Shane to safety while Peter stays behind to bring the whole chamber down.

In keeping with the Spider-Man mythology, Counter-Earth has a news service called the Daily Byte, clearly a riff of the Daily Bugle. Peter secures a job selling photos of Spider-Man to them, and even asks the editor if he can call him JJ!

Peter’s spider-sense in this episode makes the same sound as it does in Spider-Man.

We learn Peter’s new mask has a gas filter to stop him being affected by poisonous or dangerous toxins.

A humanoid Rhino, possibly this Earth’s version of the character, can be seen amongst those infected by Venom and Carnage.

Enter the Green Goblin, or Goblin as he calls himself here. He appears to have no connection to Spider-Man – in fact he has no clue who he is – but does have a strong connection to Naoko. He loses his composure when she’s in danger with her son Shane, and it’s heavily implied that her absent husband is a bit closer than she thinks. He also wears boxers that appear to have the Batman logo on them, and uses pumpkin bombs like the Hobgoblin.