- Spider-Man (Peter Parker) (Main story and flashback)
- Daily Bugle (Main story and flashback)
- Harry Osborn (Main story and flashback)
- Gwen Stacy (Main story and flashback)
- Eddie Brock (Main story and flashback)
- Mary Jane Watson (Main story and flashback) (First full appearance)
- Col. John Jameson (First appearance) (Main story and flashback)
- Green Goblin (First appearance) (Main story and flashback)
- The Big Man (Lonnie "Tombstone" Lincoln) (Main story and flashback)
- Hammerhead (Mentioned)
- Flash Thompson (Main story and flashback)
- Liz Allan (Main story and flashback)
- Randy Robertson (Main story and flashback)
- Sally Avril (Main story and flashback)
- Glory Grant (Main story and flashback)
- Ned Lee (Only in flashback)
- Prof. Aaron Warren (Only in flashback)
- Kenny "Kong" McFarlane (Main story and flashback)
- Dr. Otto Octavius (Only in flashback)
- Hobie Brown
On the night of Midtown High's Psychosis Fall Formal, Harry Osborn arrives with his date Glory and some football players, along with their dates, in a stretch limousine. When his friend, Gwen Stacy, tries to greet him, he ignores her and goes on his way. Soon, Peter Parker arrives and stuns everyone with his attractive date, Mary Jane Watson, whom he introduces to the group. Each person has a different opinion on Mary Jane: Gwen is upset because Peter told her he couldn't find a date, and she wanted to go with him; Sally Avril is shocked that "The King of Geeks" could get such a good-looking date; and Flash Thompson is instantly smitten with her, possibly to annoy Peter even more. As such, Flash tries to ruin the date by mentioning a bet he and Peter had. Mary Jane is unscathed by the idea of the bet and goes to dance. Harry goes to get drinks and overhears Glory getting back together with her ex-boyfriend. He is furious and goes to his locker where he drinks a vial of green formula.
Meanwhile, a mysterious and psychotic supervillain named Green Goblin breaks into an Oscorp laboratory late at night and steals several pieces of equipment, including a glider. With the equipment, the Green Goblin flies off and attacks a group of thieves who are working for the crime lord the "Big Man." He uses some stolen money as incentive for them if they work for him and they accept. Now armed with personal terrorists, he crashes and holds up a black tie dinner party orchestrated by the "Big Man" in his alter ego as philanthropist L. Thompson Lincoln. Lincoln is unimpressed and makes his guards attack the Green Goblin, but they are defeated easily. Air Force Colonel John Jameson tries to fight them, too, but is also taken down.
Peter is contacted by the Daily Bugle to go take photographs of the hold-up at the party and is forced to leave Mary Jane, who understands as it is his job. Peter arrives at party as Spider-Man, where he is greeted by Lincoln. At first, Spider-Man thinks the Green Goblin is simply working for the "Big Man" but is confirmed otherwise. The Green Goblin tries to convince Spider-Man to join him but is turned down and the two proceed to fight. Spider-Man shoots a web at the Goblin's glider and immediately defenestrated. His web fluid is out but he refuels and is pursued through the streets by Green Goblin. He finally defeats Goblin, wrapping him in webbing. The Goblin explains that a bomb was hidden back at the black-tie event. When Spider-Man returns to find it, John Jameson opts that the bomb is hidden in the chandelier and Spider-Man retrieves it. He launches the bomb into the sky and it harmlessly explodes. However, when Spider-Man goes back to arrest the Green Goblin, he has mysteriously disappeared.
Back at the dance, Harry's group are outside and take the assumption that they have been abandoned by Harry because he has not showed up. In actuality, Harry is hiding at the wall near them and takes another drink of the vial of formula before walking off, cringing. Soon after, Peter returns to find the dance almost abandoned except for Mary Jane, who is dancing with another boy. Downtrodden, he is reassured when Mary Jane walks up to him and tells him that she saved the last dance for him, and as they dance on the abandoned dance floor, a spotlight bearing the Spider-Man logo centers on them.
- Production Code 107