The episode is available on "The Spectacular Spider-Man Volume 4" DVD.
This is the last episode to air on Kids' WB!, before the network was renamed to The CW4Kids.
Eddie Brock makes his first appearance since Catalysts. This is also his first speaking role since The Invisible Hand. Additionally, Aunt May makes her first appearance since The Invisible Hand.
A portion of this episode's plot is based on Amazing Spider-Man #1, which was the Chameleon's first appearance.
According to Spider-Man while saving a plane from crashing, Peter Parker and Eddie Brock's parents died in a plane crash. This could be referencing the Ultimate Spider-Man comics in which the same event happens.
The Chameleon's two accomplices are Quentin Beck and Phineas Mason, who are Mysterio and The Tinkerer respectively.
Scene shifting in the episode has changed from the usual spiders to the black ooze crawling up the screen.
The Spider-Man design at the end of the episode suddenly shifts from red with black webs to black with white webs. This matches with the Symbiote plot of the episode.
Curt and Martha Connors appear for the first time since "Natural Selection." Also, Martha still does not trust Peter since the events of that episode.
Starting with this episode, Mary Jane replaces Harry Osborn in the opening credits. This is also the first episode, since her appearance, where she doesn't appear.
J. Jonah Jameson: As I predicted, the web-head's turned out to be just another thug in a mask! Soon he'll be cut, jailed and run outta town!
Peter Parker: (Brooding) How can he be jailed and run out of town?
Captain Stacy: I'm satisfied you're innocent, Spider-Man. We'll find out what Chameleon did with the E.T.
Spider-Man: Actually, I sort of...
Peter's Conscience: What are you doing? You tell the truth and they'll take the suit away, and you need its power... to help people.
Spider-Man: I sort of figured you'd say that.
(Peter rushes home, and then bursts through the door)
Peter Parker: What did I miss?! (Notices Aunt May doesn't even have the TV on) Aunt May, I can't believe you don't have it on! They discover alien life and you're not watching?!
Aunt May: (Chuckles) Oh Peter, aliens are bug-eyed monsters who say "Take me to your leader," this is a mud stain on the space shuttle.
Peter Parker: Not mud, organic mud. Living mud from outer space!
Black Cat: (Seeing Spider-Man in the black suit for the first time) Oh, that's a good look for you and I'm flattered truly. See, I knew we made a connection.
Spider-Man: You, you're the real- (Finally notices the black on his costume) thief...
Black Cat: Because I stole your heart? Heard it before, Swinger.
Spider-Man: And now a peek at our strange visitor... (Spots the Black Cat) and our strange visitor's visitor.
Black Cat: You got a sweet little skill set there, Spidey. You want in on this gig? We could split the take.
Spider-Man: "Gig"? "Take"? These words are strange to me.
Black Cat: A certain captain of industry offered an indecent of cash to steal that find. Said something about unlimited scientific potential.
Spider-Man: Are you sure he was a full captain of industry, and not some industrial cadet showing off for the girls?
Mayor Waters: Norman. Wonderful of you to come.
Norman Osborn: Are you happy to see me or your contribution?
Mayor Waters: And if my answer is both?
Norman Osborn: Then I'm investing in an honest politician.
Peter Parker: Boss, I'd like a word.
J. Jonah Jameson: How about "scram"? Or two words, "scram kid." Or seventeen? "Get out of my office in two point three seconds or I'll staple you to a flagpole"?
Peter Parker: How did you... count so... never mind.
Captain Stacy: He's too tall. This guy's a fraud.
J. Jonah Jameson: Spider-Man is not a fraud... I don't believe I just said that.
Black Cat: (About Spider-Man) My kitty sense is purring.
Eddie Brock: (After reading the Daily Bugle) I actually thought Spidey was a hero and I actually thought that Pete was a human being. He was here last night taking pictures and couldn't be bothered to call the police!
Gwen Stacy: But...
Eddie Brock: (Angrily) Don't bother, Gwen. (Crumples newspaper into a ball) Bro had his second chance. I'm done...
Chameleon: And who are you supposed to be?
Spider-Man: I'm Spider-Man. The real one.
Chameleon: The real one? You don't even have the costume right!
Spider-Man: I'm in mourning for my buried rep.
(Spider-Man, upside down, comes out of nowhere to speak to Black Cat)
Spider-Man: We made a pretty good team. Maybe you should change sides. (Black Cat smiles and remains silent) Okay, then why did you help me?
Black Cat: You really don't know? (Pulls down his mask, then surprises him with a kiss on the lips; while kissing him, she takes out the Mayor's stolen necklace, then puts it away to continue kissing him)
Spider-Man: (After the kiss) Wow Cat. I-I had no idea you... felt that way. (Realizes she's gone) Uh, Cat? Here, kitty, kitty, kitty. (Groans)
Spider-Man: Gee, I never thought I'd be rescuing the icky alien from the beautiful damsel!
Black Cat: Well, I do believe it's Spider-Man.
Spider-Man: Easy, Cat Lady, I don't wanna fight.
Black Cat: Name's Black Cat, and cats don't fight spiders... (Kicks Spider-Man) we just bat 'em around!
Spider-Man: (Riding on a jet ski with the Black Cat) Sweet Ride.
Black Cat: Haven't you heard? Crime pays.
Spider-Man: (Covers his ears) I'm not listening. La la la la la la la...
(Black Cat tilts the jet ski to the water to make Spider-Man hold on to her)
Black Cat: Almost there, hold on tight!
Spider-Man: Don't worry, I don't slip.
Black Cat: Not why I said that.
Chameleon: (In his Spider-Man disguise) How about a taste of Spider-Punch?!
Spider-Man: Please tell me I don't sound like that! Or at least that I offer a higher quality quip!
Disney XD Premiere Date:
May 4, 2009 @ 7:30pm (ET)
The Chameleon first appeared in Amazing Spider-Man #1, making him the first of Spider-Man's rogues' gallery. A Russian criminal for hire, the Chameleon came to America to commit crimes, using his unique skill of impersonating literally anyone. When he impersonated Spider-Man, he was stopped by the web slinger. The Chameleon remains one of Spider-Man's most dangerous long-standing enemies to date.
The Black Cat
The Black Cat made her first appearance in Amazing Spider-Man # 194. As the daughter of an infamous cat burglar, Felicia Hardy attempted to follow in her father's footsteps. In her first encounter with Spider-Man, she instantly fell in love with the Web Slinger. She reformed and maintained a relationship with him. Once learning of his secret identity, it became clear she was more interested in his alter ego than Peter Parker. When realizing he got married, Felicia developed a rivalry and rough friendship with Mary Jane. Even to this day, she's still in love with Spider-Man.
Newspaper Seller: Spider-thief and accomplice steal E.T.!
The term "E.T." is a common shorthand term for "extra-terrestrial" and was made especially popular in Steven Spielberg's movie of the same name.
J. Jonah Jameson printing a retraction on Spider-Man being a thief, and hating it, is reminiscent of Spider-Man 3. In that film, when Eddie Brock's photo of Spider-Man is revealed to be a fake, Jameson fires him and angrily prints a retraction.
Exploding Playing Card:
Beck tosses a playing card that bursts into flames. This is an allusion to another Marvel hero, Gambit (from the X-Men universe) who has the ability to charge objects with kinetic energy. This energy eventually explouds into flames, like the playing card.
Chameleon: My insect early warning system's tingling!
Black Cat: My kitty sense is purring.
Both lines are a parody to Spidey's classic line "My Spider-sense is tingling."
Spider-Man looking at his new dark outlook through the building reflection while upside down is a nod to the same scene from the live action movie Spider-Man 3. This same scene was originally used in the three part episode "The Alien Costume" from Spider-Man: The Animated Series.
At the end of the episode, while Spider-Man is upside down, Black Cat pulls his mask down and kisses him while he's upside down. This is reminiscent of Spider-Man's kiss from Mary Jane in the live-action film Spider-Man.
The "Spectacular" version of the Symbiote Suit is a black version of the regular spider-suit with white webbing and an altered spider on the chest. This is the appearance of the black suit in Spider-Man 3. This change was made for the film to make it more realistic.