When Carnage breaks out of the Asylum an image of Venom can be seen for a brief moment.
When Carnage attacks the guards, his tendrils have yellow spots.
Venom: There's no more Eddie, no more symbiote, only Venom!!!
Carnage: Call us, Carnage!!
Spider-Man: Carnage? There another symbiote? Sorry to interrupt the reunion but...
Carnage: We hoped we would meet you again!
Spider-Man: You know me? [Carnage opens his face to reveal his identity]
Carnage: Think of the damage we can do now, man AHAHAHAHAHA!!!!!!!
Venom: This wasn't your fight!! It is now, little man of iron!
War Machine: Iron Man's the other guy, but thanks for the compliment.
Madame Web: Keep your friends close and your enemies closer.
Carnage: Dad, ready for some father-son quality time! Between the two of us, there won't be enough of Spider-Man to fit into a matchbox, but we'll try, won't we?
Official debut of Carnage in a Spider-Man cartoon.
Robert Hays and James Avery reprise their roles as Tony Stark/Iron Man and James Rhodes/War Machine from the Iron Man series. Avery was replaced on the show by Dorian Harewood partway through season one, but returns to the role because Harewood already plays Tombstone in the Spider-Man series.
This is Iron Man's third appearance on a Marvel cartoon (other than his own). The first was an episode of "Spider-Man and his Amazing Friends", the second was a non-speaking role on a "Fantastic Four" episode and the third was an episode of the "Incredible Hulk." However, this is Tony Stark's fourth appearance, since he didn't show up as Iron Man in the previous episode, "The Spot."
Madame Web: A warrior keeps his friends close... and his enemies closer.
Madame Web's advice to Spider-Man is a reference to the dialogue from The Godfather: Part II when Michael Corleone (Al Pacino) tells Frank Pentangeli (Michael V. Gazzo) that his father taught him to "keep your friends close... and your enemies closer."