| Nick Fury |  What if we don't find her before then? Heck, what if we do?  |
| Captain America | The answer's the same to both questions: I don't know. |
Appearing in "Changes: Part 3 of 4"
Featured Characters:
Supporting Characters:
- Captain America (Steve Rogers)
- Colonel Nick Fury
- Tommy (Cap's old disabled friend from the 40's)
- Detective Neil Garrett
Antagonists:
Other Characters:
- Aunt May
- Mary Jane Watson-Parker
- Joseph Stalin (Only in flashback)
- Human Torch (Johnny Storm)
- Mr. Fantastic (Reed Richards) (Cameo)
- General Ross (Cameo)
- Cyclops (Scott Summers) (Cameo)
- ⏴ Iron Man (Tony Stark) ⏵ (Cameo)
- ⏴ Wasp (Janet Van Dyne) ⏵ (Cameo)
- Officer Chan
- S.H.I.E.L.D.
- Agent Wilsmann
- NYPD Officers
- President Kennedy (Mentioned)
- Lee Harvey Oswald (Mentioned)
- Fidel Castro (Mentioned)
- Professor X (Charles Xavier) (Mentioned)
Races and Species:
- Mutant Humans (Main story and flashback)
- Homo insectus
- Mutants (Cameo)
- Cats
Locations:
- Earth
- North America
- United States of America
- New York State
- New York City
- Manhattan
- 57th Street
- Veteran Hospital
- 51st Street
- 12th Avenue (Mentioned)
- Broadway (Mentioned)
- 57th Street
- Yankee Stadium (Mentioned)
- Manhattan
- New York City
- Boston (Mentioned)
- Washington (Mentioned)
- New York State
- Montreal (Mentioned)
- United States of America
- Europe (Only in flashback)
- Union of Soviet Socialist Republics (Only in flashback)
- Moscow Oblast (Only in flashback)
- Union of Soviet Socialist Republics (Only in flashback)
- Oceania (Only in flashback)
- Micronesia (Only in flashback)
- Marshall Islands (Only in flashback)
- Bikini Atoll (Only in flashback)
- Marshall Islands (Only in flashback)
- Micronesia (Only in flashback)
- China (Mentioned)
- North America
Items:
Vehicles:
- Wheelchair
Synopsis for "Changes: Part 3 of 4"
Mary Jane and Aunt May discuss the recent goings-on as Peter wrestles with transforming into a monstrous humanoid spider.
Elsewhere, Tommy and Captain America explain to Nick Fury that they invented the bomb as a last resort in case the Germans won WW2. The two convince Nick to keep this information completely secret.
Meanwhile, after having a brief confrontation, the Queen (Adrianna Soria) defeats Spider-Man. Arriving shortly thereafter, the Human Torch reports to Mister Fantastic that there's no trace of the combatants.
As the Avenger Iron Man declares the heroes present are all under Cap's orders, Cyclops counters that the X-Men are only there because Charles Xavier is extremely scared of what could happen (he may have the same information as Captain America). Black Widow informs Fury a message was received from the Queen, warning of a bomb that will imminently detonate. While there is hope in evacuating the city, the heroes instead continue their search and pray.
Meanwhile, the Queen visits Spider-Man- now a giant spider under her complete command!
Solicit Synopsis
Betrayed by his body and suffering the painful effects of his slow transformation from man to arachnid, Spidey must once again confront the architect of his metamorphosis - the Queen!
- But only Captain America holds the key to her defeat!!
