- Green Goblin: Ah, this world's version of Spider-Man. Nice. Very noir.
- Spider-Man Noir: That's some outfit. Was the costume shop out of Santy Claus suits?
- Spider-Man Noir: Why are you dressed like that? What are you, some kind of circus clown?
- Spider-Man: My pal Nova might say yes.
- Spider-Man: Talk about your not so friendly Spider-Man. I bet this world's version of Aunt May, is a real hoot.
- Spider-Man Noir: Aunt May? I ain't seen her in years.
- Spider-Man: Why?
- [webs Spider-Man's feet to the ground]
- Spider-Man: Hey!
- Spider-Man Noir: Sometimes, the only way to protect someone is to leave them behind.
- Spider-Man: Another note to self, don't turn into his jerk.
- Spider-Man: You're a pig.
- Peter Porker: Very perceptive? And what are you under that mask? A monkey? 'Cause only a monkey would wear a suit that stupid.
- Green Goblin: No! I've come so far! I have to win!
- Spider-Ham: Not by the hair of my chinny-chin-chin.
- [Goblin pulls hair off Spider-Ham's chin]
- Spider-Ham: Yeow! My chinny-chin-chin!
- Green Goblin: That'll do, pig. That'll do.
- Green Goblin: [hijacking a blimp to lure out Spider-Man Noir] Don't worry, folks. It'll be a short flight.
- Mary Jane Watson Noir: You'll never get away with this!
- Green Goblin: Well, then maybe the Spider will stop me.
- [through the blimps' loudspeakers]
- Green Goblin: You hear me, Spider?
- [Both Spider-Men arrive at the scene]
- Green Goblin: Catch me if you can!
- Spider-Man: Oh, I can and will. Believe it, Goblin.
- Spider-Man: [having rescued the blimps' passengers by catching them in a web] Anyone who has to barf, lean over the web. The rest of you follow me.
- Spider-Man: [having saved the city from the crashing blimp] See? Good things happen when you let other people into your life.
- Mary Jane Watson Noir: Kid's right. No way even you could've done all that alone.
- Spider-Man Noir: Something to think about, I guess.
- Spider-Ham: [swinging in to save Spider-Man from Goblin] Hands off the monkey, big bad!
- [knocks Goblin away, then pulls Spider-Man out of the mud]
- Spider-Man: Thought you were afraid of being a failure.
- Spider-Ham: Even I never lost a fight to a nut with an anvil. But if you can take humiliation like that, what am I worried about? Ready, Spider-Monkey?
- Spider-Man: Right with you, Spider-Ham. Go hog-wild!