Writer:	Greg Weisman
Director:	Dave Bullock
Star:	Vanessa Marshall (Mary Jane Watson),  Alanna Ubach (Liz Allen),  Lacey Chabert (Gwen Stacy),  Deborah Strang (Aunt May Parker),  Josh Keaton (Peter Parker/Spider-Man),  Joshua LeBar (Flash Thompson)
Recurring Role:	Kevin Michael Richardson (Tombstone),  Benjamin Diskin (Eddie Brock/Venom)
Guest Star:	Robert Costanzo (Sullivan Edwards),  Dorian Harewood (Doc Bromwell),  Jim Cummings (Crusher Hogan),  Edward Asner (Ben Parker)

Venom being created in this episode widely differs on how previous origins of the characters are interpreted. All of Venom's origins normally have him being joined with the symbiote in the same church Peter rejected it. In this series, it follows the origin in the Ultimate Comics where Eddie Brock becomes Venom in a lab. (edit) Jim Cummings and Ed Asner, voice of Crusher and Uncle Ben respectively, voiced The Shocker and J. Jonah Jameson in Spider-Man: The Animated Series. (edit)

Gwen Stacy: We all just want to help...
Peter Parker: Help? Help? (Laughs darkly) That's a good one. How exactly do you plan on helping? Do my homework? Maybe lower my GPA? Or borrow my camera and take some Spidey pics, because I do need the money. I have some humongous hospital bills to pay!
Gwen Stacy: We're just trying to be your friends...
Peter Parker: (Angrily) Well, unless my 'friends' are prepared to pony up some cash, they can keep their help and their sympathy. (edit) (After Peter spots Gwen, Mary Jane and Liz running up to him)
Gwen Stacy: Peter! How are you?
Mary Jane Watson: How's your Aunt?
Liz Allan: Petey, I was so worried about you!
Peter Parker: Wait, wait. You all know?
Mary Jane Watson: I spilled, Tiger. Sorry. (edit) Peter Parker: (To hospital secretary) I'm here to see my aunt: May Park...
Eddie Brock: Room 204.
Peter Parker: (Turns around to see Eddie Brock, surprised.) Eddie, why are you...
Eddie Brock: Because I still remember what a great lady she is. When Gwen told me Aunt May was here, I figured it was worth stomaching you for her sake. Should have guessed it wouldn't be an issue. I mean, why wouldn't you be here? She's only the woman who raised you. (edit) Symbiote: In anger, you sought to hurt us. Instead, you've made us stronger... (edit) Symbiote: This isn't over. You will be ours!
Spider-Man: Don't think so Symbiote. I know what you are now... and what you need. (Spider-Man tackles into the bell, allowing the loud noise to weaken the Symbiote enough to rip it off) You feed off of negative emotions... but right now, I'm starving you out.
Symbiote: Stop! Don't do this! We only want to help you, be with you!
Spider-Man: Sorry, Symbie. I know this must hurt but we're just no good together. Consider yourself dumped. (edit)

Goof: The first time Peter tries to take off the symbiote, he's not wearing the red and blue Spider-Man costume underneath. However, the second time, the suit is there. (edit) Goof: Harry Osborn is seen to the right of Peter when he tells his friends that they can't help him. However, Harry is supposed to be in Europe. (edit) In the comics, Dr. Bromwell was Aunt May's personal physician. Here, he treats her once again. (edit) In the flashback of Spider-Man dropping the car-jacker out of the window, he webs him only a few feet off the ground. But when the police arrive, he's dangling about 20 feet off of the ground. (edit) It is shown that to communicate with its host, the symbiote speaks into their minds using a deeper version of the host's voice. (edit)

The church scene where Spider-Man removes the symbiote is reminiscent of the scene in Spider-Man 3. The church he goes to is the also the same in the film. (edit)