This episode's theme song featured Peter Parker, Liz Allen, Flash Thompson and J. Jonah Jameson.
This is the first episode in which Peter Parker never appears out of costume.
Black Cat: A simple trade, swinger: I help you get the prison under control, and you look the other way for Walter.
Spider-Man: (in reference to his Uncle Ben's death) Do you have any idea what happened the last time I looked the other way for Walter?!
Mark Allen: Why would I do your dirty work, Goblin? I'm already in prison, what else can you do to me?
Green Goblin: Oh, just to be perverse, I'll activate your curse. (Turns Mark into Molten Man) To prevent it getting worse, put the web-head in a hearse!
Black Cat: I never thought I'd find myself busting into prison.
Captain George Stacy: Gotta hand it to Spidey. He beat the Vault and took out every con in the place.
J. Jonah Jameson: It's a conspiracy, I tell ya! They're all working together!
Captain George Stacy: (Annoyed) Oh, to what end?
J. Jonah Jameson: To raise my blood pressure!
Green Goblin: (After Spider-Man escapes his pursuers) An entire penitentiary full of spider haters and still he escapes! Well fine, Gobby's done using surrogate squashers... and rhyme schemes.
Spider-Man: (To the cons in the Vault looking for him) Any of you mesbegotten malcontents misplace an extremely handsome web slinger? (Silence) I think the clever turn of phrase you're looking for is "get him."
Everyone: Get him!
Green Goblin: (After seeing Black Cat helping Spider-Man) So, Goblin wasn't the only sprite to use the Vault for mischief tonight. But if Spider thinks Cat evens his odds... Gobby will open a few more pods!
Spider-Man: (After Quentin Beck is revealed to be a robot double) Ah man, I knew he was a bot!
Green Goblin: With guards wrapped up all neat and tidy, I help... or hurt... my dear friend, Spidey. I'm in a rhyming mood tonight.
Mary Jane Watson: (About Harry Osborne) ...He's not answering his OsBerry.
The "OsBerry" is a parody of the BlackBerry cellular device.
While posing as a delivery woman, Black Cat uses the alias "Selina Drew." This is a reference to the DC Comics character Catwoman, whose real name is "Selina Kyle" and to the original Spider-Woman of the Marvel Universe, called Jessica Drew.