Appearing in "Part Three: Goblin Knight in Shining Armor"
- The Resistance
- Stegron (Vincent Stegron) (Joins team)
- Spider-Man (Peter Parker) (Rejoins Team)
- Captain America (Steve Rogers)
- Captain Marvel (Carol Danvers)
- Hulk (Bruce Banner)
- Iron Goblin (Tony Stark) (Apparent death)
- Spider-Woman (Jess Drew)
- Mary Jane Watson (First appearance) (Joins team)
- Betty Brant (First appearance) (Joins team)
- Agent 13 (Sharon Carter) (First appearance) (Joins team)
- Carlie Cooper (First appearance) (Joins team)
- Unnamed Homo insectus
- Brain Trust
- Spider-Queen (Ana Soria)
- J.J. Jameson (First appearance)
- Jackal (Miles Warren) (Mentioned)
- Vincent Stegron's Parents (Mentioned)
- Norman Osborn (Mentioned)
- Harry Osborn (Mentioned)
- Morbius (Michael Morbius) (Mentioned)
- Curt Connors (Mentioned)
- Black Knight (Dane Whitman) (Mentioned)
Races and Species:
- Hell (Invoked)
- Venom Symbiote
- Spider-Man's Suit
- Captain America's Uniform
- Giant-Man's Suit
- Iron Goblin Armor
- Ebony Blade
- Retro-Generation Ray (First appearance)
- Goblin Formula (Mentioned)
- Connors Formula
- Pumpkin Bombs
- Captain America's Shield
Synopsis for "Part Three: Goblin Knight in Shining Armor"
Vision, Agent Venom, and the Resistance manage to escape the base they infiltrated last issue with Stegron and Spider-Man in hand. the Spider-Queen is furious to find out they have escaped, but plans to use their personal weaknesses against them. Back at the Resistance home base, Flash and Peter talk to each other, now finding out their secret identities, and relate to their failures in the past. Peter tells Flash that he has to lead them as Peter has been out of the loop for months. Flash shows Peter their development on a regeneration ray being worked on by Stegron and Iron Goblin. Peter distrusts Stegron and warns Flash on the effects the Goblin formula is having on Tony's mentality, which is why Flash was hoping Peter would contribute his scientific knowledge to the resistance.
Peter spends time making a blood substitute for Captain Marvel as well as creating a bunch of Lizard formula, but two days later they are attacked by the mutated Mary Jane, Carlie Cooper, Betty Brant, and Sharon Carter. They realize the Queen selected those closest to the heroes to attack so they could use their mind resistant formulas on them instead of other heroes who would contribute greatly to their resistance. Iron Goblin, however, convinces them to save them as if they didn't they'd give up what makes them human. They mutate the four ladies with the Lizard formula and mutate them into reptilians to free them from the Queen's control. When they take them back to base, Vision discovers there were bombs with tracking devices inside them and he retrieves and deactivates them just in time. However, the tracking device led the mutated Giant Man and spider monsters to their hideout, leaving them completely surrounded. Tony, knowing that the Goblin formula will completely consume him, chooses to wield the Ebony blade and sacrifices himself to make sure the rest of them escape.
Appearing in "The Enemy Within!"
- Daemos (Illusion)
- Big Man (Henry Pym, Jr.) (Controlled by Enthralla)
- Dream Team
- Jarvis (Controlled by Enthralla)
- Stinger (Cassie Lang) (Controlled by Enthralla)
- Red Queen (Hope Pym)
- Mary Jane Watson-Parker (Mentioned)
- Peter Parker (Mentioned)
- Benjy Parker (Mentioned)
- Cain Marko (Mentioned)
- Hank Pym (Mentioned) (Deceased)
- Janet Van Dyne (Mentioned) (Deceased)
Races and Species:
- Spider-Man's Suit
- American Dream's Uniform
- American Dream's Shield
- Pym Particle Suits
Synopsis for "The Enemy Within!"
Spider-Woman continues fighting J2, who is Daemos in her isllusions caused by Enthralla. Scott Lang and Jarvis observe the chaos, and Jarvis is brainwashed into attacking Scott. Meanwhile the alternate Ben Parker talks with Normie Osborn and Phil Urich at Cafe Indigo about how May's been in overdrive since her father's death, and how she could share her burden. While continuing to fight J2, May's Spider Sense makes her realize that Daemos isn't the threat and that her mind herself is, and she passes out from the shock. J2 is the last of the Avengers left, as his helmet is the only thing preventing him from coming under Enthralla's control. It is then revealed that Enthralla was working with the Red Queen to take the Avengers down. Hope and Enthralla threaten to harm J2's friends if he does not surrender, and J2 submits by taking his helmet off.
• The madness continues as Venom and his squad of monstrous heroes wage all-out war on the SPIDER-QUEEN.
• To reclaim a Manhattan completely overrun by the Queen’s spider-army, Venom’ll need a little help from his friend.
• Which friend? We’ll give you a hint: Thwip!