- Hulk (Dr. Bruce Banner) (Main story and flashback)
- Red Hulk (General Thaddeus "Thunderbolt" Ross) (First appearance) (Main story and flashback)
- Rick Jones (First appearance)
- J. Jonah Jameson (Appears on a computer screen, TV, or hologram only)
- Kang the Conqueror (Mentioned)
- Spider-Man (Mentioned)
- Doctor Doom (Mentioned)
- Stan Lee (Voice Only)
- United States of America
- Negative Zone
- Sandblaster (First appearance)
At the Hulk's Cave Rick Jones develops some floating cameras to film the Hulk's heroic acts in the style of a reality show. Annihilus arrived in Vista Verde to gather the siphon the gamma energy in order to invade Earth. Annihilus unleashes a mind-controlled Skaar to fight Hulk. Upon obtain the Gamma Cannon, Skaar fires it into the Negative Zone portal which enables Annihilus and his army to invade Earth. After the first attempt at the invasion went wrong, Annihilus has Skaar get away with Red Hulk. During the fight against Annihilus' army, Rick is exposed to gamma radiation.
- The Episode is dedicated to the Memory of Armen Mirzaian.