- Daily Bugle
- Felicia Hardy
- Harry Osborn
- Flash Thompson
- Aunt May
- Mary Jane Watson (First appearance)
- Mrs. Watson (Mentioned)
- Young man at restaurant
- Little girl, her mother and dog "Trooper"
- Eddie Brock
- Newspaper editor
- Newspaper staff
- Norman Osborn
- Oscorp security guards
- Spider-Man's Suit
- Spider-Man's Web-Shooters
- Spider-Man's Utility Belt
- Black Widow Spider Slayer
- Tarantula Spider Slayer (Only appearance)
- Scorpion Spider Slayer (Only appearance)
- Microwave relay dish
- Timer-bomb manacles
- Spider-Tracer (First appearance)
- Robot tanks
- Liquid-oxygen tank
- Norman Osborn's car
Spider-Man is attacked by a rebuilt Black Widow Spider Slayer along with an originally designed Tarantula Spider Slayer. They successfully defeat him, and bring him back to Alistair Smythe's lab. Smythe then has Spider-Man restrained and lures J. Jonah Jameson to him, claiming to have captured Spider-Man. As he is about to unmask Spider-Man, the Black Widow captures Jameson and Alistair has them attached to each other with a bomb, which will detonate in one hour. The Tarantula transports them to the roof of a building, before joining the Widow to capture Flash Thompson, Eddie Brock and Norman Osborn, others who Smythe holds responsible for his father's demise.
Still attached to Jameson, Spider-Man saves Flash from the Black Widow, before successfully separating from Jameson, although with the bomb remaining attached to himelf. He then defeats the Black Widow. Meanwhile, Eddie Brock is given a job as a reporter, before the Tarantula crashes through the building to kidnap him. After being saved by Spider-Man who defeats the Tarantula, Eddie is subsequently fired.
Smythe prepares his final and most powerful Spider Slayer, which resembles a Scorpion. He sends it to Oscorp, where it defeats Osborn's military robots and aircraft. Smythe then revives the Black Widow and Tarantula, both of which arrive at Oscorp and combine with the Scorpion. Spider-Man arrives at the scene, and finds a source of liquid oxygen which he uses to remove the bomb from his arm. As Osborn attempts to make an escape in his car, the Spider Slayer chases him to the George Washington Bridge, where it fights Spider-Man who uses the bomb to destroy it. Smythe is berated by the Kingpin for his failure, and told he must continue to work for him until he can successfully destroy Spider-Man.
Following the battle with the Spider Slayers, Peter's Spider-Man suit is ripped and torn, and he is forced to sew it back together. He remembers his Aunt May has set him up on a blind date with her friends niece, and although reluctant at first he is impressed when he opens the door to Mary Jane Watson.
|Peter Parker/Spider-Man||Christopher Daniel Barnes|
|J. Jonah Jameson||Edward Asner|
|Aunt May||Linda Gary|
|Felicia Hardy||Jennifer Hale|
|Mary Jane Watson||Saratoga Ballantine|
|Eddie Brock||Hank Azaria|
|Flash Thompson||Patrick Labyorteaux|
|Harry Osborn||Gary Imhoff|
|Alistair Smythe||Maxwell Caulfield|
|Norman Osborn||Neil Ross|
|Kingpin||Roscoe Lee Browne|
|Young Man||Hank Azaria|
|Little Girl||Taina Maya Bustos Rivera|
|Guard #1||Gary Imhoff|
|Guard #2||Neil Ross|
- Adapted into comic book format in Spider-Man Adventures # 4.
- This episode borrows elements from comic books:
- In Amazing Spider-Man # 192, Spencer Smythe treated Spider-Man and Jameson in a similar way to how Alistair Smythe treated them in this episode.
- Mary Jane uses her famous line in the episode: "Face it, Tiger. You just hit the jackpot.", a line she first used in the comics in Amazing Spider-Man # 42.
- When a little girl spots the Black Widow Spider Slayer, she says that she wants one. In the X-Men: The Animated Series episode "Night of the Sentinels (Part 1)", a little boy says the same thing about a Sentinel.
- Spider-Man uses the Thing's catchphrase: "It's clobbering time!". He acknowledges this since he says "sorry to borrow somebody else's line".