Appearing in "Happy Birthday: Part 2 of 3"
- Iron Man (Tony Stark)
- Human Torch (Johhny Storm)
- Thing (Ben Grimm)
- Cyclops (Scott Summers)
- Hoggoth (Mentioned)
- Ikthalon (Mentioned)
- Watoomb (Mentioned)
- Vishanti (Mentioned)
- Mary Jane Watson-Parker (Future)
- Spider-Man (Peter Parker) (First appearance) (Future)
- Aunt May (Mentioned) (Future) (Deceased)
- Young Peter (Past)
- NYPD Officers (First appearance) (Future)
- Cloak of Levitation
- Eye of Agamotto
- Modular Armor
- Cyclops' Visor
- Spider-Man's Suit and Web-Shooters
Synopsis for "Happy Birthday: Part 2 of 3"
Dr. Strange confronts Dormammu while the other heroes contains the Mindless One. Deciding to help Strange, Spidey accidentally alters the dynamics of Doc's spell. Intending to destroy both himself and Dormammu, Strange instead cast outside of space and time with Spidey, simultaneously seeing the past and a possible future where Dormammu wins. There, Spidey tries to rescue Mary Jane from a Mindless One but it snaps her neck, killing her. Time switches and he finds at Aunt May's grave observing his middle-aged self. Stuck between time, Spidey simultaneously sees that future self face off against the police even as his past self is about to be bitten by a radioactive spider.