Goof: In the sequence Spider-Man and Black Cat are eluding Nick Fury's S.H.I.E.L.D. agents, Black Cat is not wearing the belt she used early in the episode. But toward the end of the sequence, she is, indicating the episode was using the same clips from the early scenes she was battling Spider-Man.
Anastasia Hardy: Oh John, is no place where you'll be safe? What kind of a life is that?
John Hardesky: But you're forgetting, the cat has many lives. Perhaps one of them will be right for me.
Spider-Man: (after getting pushed into the river by Black Cat) What is it with me? Why do woman always leave me high and "wet"? Well, at least when she wasn't looking I put a spider tracer on her. (sees it on his back) Huh? She put it back on me!
Black Cat: Great working with you spider. Don't be surprised if I cross your path again.
(Knocks Spider-Man into the river)
Spider-Man: (To the Black Cat as they are about to jump out of Kingpin's hovercraft over the river) We all know how cats feel about water, but I think I can keep your paws dry.
(Shoots out a web parachute)
Black Cat: Before we go, there's one last thing I have to tell you.
Black Cat: (Pushing Spider-Man out of the way of a laser blast) Duck.
Doctor Octopus: (As he holds a captured Black Cat hostage) Surrender Spider-Man, unless you want to see if this little cat truly has nine lives.
Spider-Man: (To the Black Cat as they are caught in the middle of a fight between Kingpin's troops and S.H.I.E.L.D.'s agents) If we stay here, we may take a hit from either side, or both. Personally, I like a little more control over my destiny.
Spider-Man: Look, I don't even know who you are.
Black Cat: Like you I have my secrets, but that doesn't mean you can't trust me.
Spider-Man: Alright, but we have to return this bike first.
Black Cat: No problem.
Spider-Man: And then let's discuss this bad habit you have of taking things that aren't yours.
Spider-Man: (As he sees the approaching S.H.I.E.L.D. agents on their hovercrafts) Uh oh.
Black Cat: Ever hear the phrase divide and conquer?
(The two split up)
Black Cat: (After landing on the S.H.I.E.L.D agent's hovercraft) Thanks for the ride.
(Takes key out of ignition causing the craft to crash)
S.H.I.E.L.D. Agent: Where'd he go?
Spider-Man: (After webbing them up from behind) I'm right here.
Black Cat: (As she's about to make their getaway on a motorcycle) Need a lift?
Spider-Man: (As he puts on a helmet) I've got a feeling I'm going to need this.
Spider-Man: (After the Black Cat kicks open a door) Nice touch!
(After the Black Cat jumps the motorcycle over an oncoming bus)
Spider-Man: You didn't take lessons from a guy named Blade, did you?
Spider-Man: I hate to be a backseat driver, but this is a one-way street.
Black Cat: Relax, I'm a New Yorker.
Spider-Man: Relax doesn't go in the same sentence as New York.
(After the Black Cat and Spider-Man commandeer a motorcycle)
Biker: You miserable thieves!
Spider-Man: We're not thieves. Well, I'm not, but her I'm not so sure about.
Spider-Man: (As he's about to web the door shut, trapping the S.H.I.E.L.D. agents in the building) This'll keep them in there. (Runs out of web fluid) Or maybe not.
Black Cat: (While trying to free Spider-Man's foot from the gooey material shot from the S.H.I.E.L.D. agent's gun) You really put your foot in it this time spider.
Spider-Man: Kingpin? If you work for Kingpin, why don't you want to kill me?
Black Cat: Who knows? Maybe it's your animal magnetism.
Black Cat: Hey spider, care to dance?
Spider-Man: Not this time.
Jameson: Peter, I need to talk to you, in my office, now.
Peter: Did he call me, Peter?
Robbie: Was that our J. Jonah Jameson?
Robbie: (After Peter asks him if he knows anything about the Black Cat) Sorry, I haven't heard word one about a costumed adventurer, but it looks like you've been having adventures of your own Peter.
(Points to the kiss left by the Black Cat on Peter's lips)
Peter: Huh? How did, how did that get there?
John Hardesky: Tell me, now that you're all grown up, is there anyone special in your life?
Felicia: Actually, there is someone. He's a lot like you, mysterious.
John Hardesky: And you have strong feelings for him?
Felicia: Yes, I'm afraid so.
Kingpin: (After watching Felicia and her father talk from his monitor) Ah, family reunions are so touching. I shall miss this little family after I have destroyed them.
Spider-Man: (After awakening from the Black Cat's knockout gas) Whoever that woman was, she gives new meaning to the word knockout.
Black Cat: Hey, I was just being curious. I wanted to see if I was as strong as you.
Spider-Man: Well, you know what they say about curiosity.
Black Cat: (After being thrown by Spider-Man) Silly spider, cats always land on their feet.
(Spider-Man web-swings her down on her back)
Black Cat: I knew you'd come spider.
Spider-Man: Who are you?
Black Cat: Just a stray black cat.
Spider-Man: You're definitely getting enough vitamins.
Unlike the formula that was given to Captain America, Landon's modified super soldier formula allows The Black Cat to turn off her super-human abilities anytime she wants.