- Daily Bugle
- Felicia Hardy
- Aunt May Parker
- Flash Thompson (First appearance)
- Harry Osborn (First appearance)
- Norman Osborn (First appearance)
- Spencer Smythe (First appearance) (Apparent death)
- Kingpin (Wilson Fisk) (First appearance)
- Kingpin's Henchmen (First appearance)
- Alistair Smythe (First appearance)
- Anastasia Hardy (Earth-92131) (Mentioned)
- Eddie Brock
- Charity ball guests and musicians
- Anna Watson (Mentioned)
- Mary Jane Watson (Mentioned)
- FDNY (First appearance)
- J3 Communications cameraman
Races and Species:
- Spider Seekers
- Spider-Man's Suit
- Spider-Man's Web-Shooters
- Black Widow Spider Slayer (First appearance)
- Alistair's wheelchair
- Flash's car
Spider-Man is being ambushed by several flying explosive robots, sent by Spencer Smythe to measure the wall-crawler's abilities. The robots attempt to destroy Spider-Man, but he manages to stop them. Norman Osborn is annoyed at Spencer for his failure. However, Spencer reassures him by showing him his Black Widow Spider Slayer robot, which he plans to use to destroy Spider-Man.
Felicia Hardy arranges a charity ball sponsored by the Hardy Fountain to be hosted by J. Jonah Jameson, who reluctantly tells her he is sending his "very best photographer", Peter Parker, to the ball.
Meanwhile, Spencer prepares the Black Widow. Eddie Brock is there to cook up a big story for the Bugle. After Osborn leaves, Spencer shows his son Alistair why he is working for Osborn. Osborn is offering to build a hoverchair for Alistair if Spencer successfully destroys Spider-Man. At the same time, Osborn visits the Kingpin, confirming that nobody suspects the crime lords' involvement. The Kingpin is adamant that Spider-Man must be destroyed, or else he will take over Oscorp.
At the charity ball, Felicia dances with Flash Thompson. Peter arrives with his Aunt May and Felicia ditches Flash to dance with him. Flash and Harry Osborn leave the party, and Flash puts on a fake Spider-Man costume to taunt Parker. Spencer's spider seekers spot Flash in the costume and mistake him for Spider-Man. As Flash enters the building again, Spencer sends the Black Widow to the charity ball. Just as Peter and Felicia kiss, Spider-Man arrives and threatens him. The Black Widow crashes through the roof and targets Flash, but the real Spider-Man arrives to fight the Spider Slayer.
Confused, the Black Widow renders Flash unconscious and takes him back to Oscorp. Eddie Brock appears on television at the scene as they prepare to unmask Spider-Man. He is unmasked and revealed to be Flash Thompson. The Kingpin's men arrives at the lab to eliminate the wall-crawler, and Spencer doubts Osborn's honesty after one of the men talk about the Kingpin. Just as the men are about to destroy Flash, the real Spider-Man arrives and webs them up. One of the men summons the Black Widow, which battles Spider-Man once again. As the Kingpin's men continue to fight Spider-Man also, a fire breaks out. While Norman takes Alistair to safety, Spencer opts to stay and fight Spider-Man using the Black Widow. However, as the Widow is defeated, Spencer seemingly perishes in the explosion.
J. Jonah Jameson's place is wrecked after the Black Widow crashed through the roof. Felicia berates Flash for his stunt, and Peter for abandoning her. The Kingpin approaches Alistair, who is grieving after his father's demise. Kingpin offers a laboratory for Alistair to use to construct more Spider Slayers robots to destroy Spider-Man.
|Peter Parker/Spider-Man||Christopher Daniel Barnes|
|J. Jonah Jameson||Edward Asner|
|Aunt May||Linda Gary|
|Joe "Robbie" Robertson||Rodney Saulsberry|
|Felicia Hardy||Jennifer Hale|
|Eddie Brock||Hank Azaria|
|Flash Thompson||Patrick Labyorteaux|
|Harry Osborn||Gary Imhoff|
|Spencer Smythe||Edward Mulhare|
|Alistair Smythe||Maxwell Caulfield|
|Norman Osborn||Neil Ross|
|Kingpin||Roscoe Lee Browne|
|Masked Leader #1||Maxwell Caulfield|
|Masked Leader #2||Gary Imhoff|
|Masked Leader #3||Neil Ross|
|Masked Leader #4||Rodney Saulsberry|
|Masked Leader #5||Hank Azaria|
- Flash Thompson's use of a Spider-Man costume to intimidate Peter Parker, and his subsequent kidnapping by the villain, was a subplot first used in Amazing Spider-Man #5.
- This episode is adapted in Spider-Man Adventures #3.
- J. Jonah Jameson references Fox, the network on which the series originally aired, saying "the other networks are laughing at me... even Fox!"