- Peter Parker/Spider-Man (Main story and flashback)
- Otto Octavius/Dr. Octopus (First appearance) (Main story and flashback)
- Hardy Estate
- Security Chief
- Security Guard
- F.B.I. (First appearance)
- Agent Ford (Only appearance)
- Hardy Foundation (Main story and flashback)
- Mrs. Hardy (First appearance) (Main story and flashback)
- Uncle Ben Parker (Only in flashback)
- J3 Communications Studio film crew
- Flash Thompson (Mentioned)
- Earth-92131 (Reality)
- Spider-Man's Suit
- Spider-Man's Web-Shooters
- Doctor Octopus' Tentacles
- Fusion Battery
- Dynamo magnet
- Rocket booster engine
- Jameson's car
Peter Parker arrives at Felicia Hardy's house for a date, but Doctor Octopus arrives and kidnaps Felicia. Felicia's mother, receives ransom instructions from Doc Ock, and Peter remembers Otto Octavius in a good light from when he went to science camp as a child. He is puzzled and wonders what could have changed him. Doctor Octopus takes Felicia to his hideout, explaining that he has kidnapped her because of her mother's refusal to fund his experiments.
J. Jonah Jameson issues a news broadcast transmitting a message to Otto Octavius, agreeing to meet his ransom demands in exchange for Felicia. Doc Ock phones Jameson, but is angered when Jameson calls him a coward, and demands that Jameson personally deliver the ransom money.
When Jameson arrives at Doc Ock's hideout with the ransom money, he is captured by Doc Ock. Spider-Man, having followed Jameson, appears and fights Doc Ock. Doc Ock subdues Spider-Man, demanding that with twice as many hostages he requires twice the ransom. The following morning, Spider-Man is berated by Mrs. Hardy for his interference.
Spider-Man decides to communicate with Doctor Octopus as Peter Parker, having met him as a child. Over a phone call, Peter is interested to see Octavius's fusion battery, and agrees to deliver the ransom money in order to view it. After showing Peter his experiments, Doc Ock refuses to release Felicia and Jameson, and throws Peter out of the window and onto a pile of junk. Spider-Man then appears, and activates the assembling testline in order to immobilize Doc Ock's tentacles. However, it also inadvetantly threatens to fire on top of Felicia and Jameson. Spider-Man is able to save them before it fires, and Doc Ock is then taken into police custody.
|Peter Parker/Spider-Man||Christopher Daniel Barnes|
|J. Jonah Jameson||Edward Asner|
|Felicia Hardy||Jennifer Hale|
|Joe "Robbie" Robertson||Rodney Saulsberry|
|Otto Octavius/Doctor Octopus||Efrem Zimbalist, Jr.|
|Mrs. Hardy||Rue McClanahan|
|Security Guard||Rodney Saulsberry|
|Security Chief||Steven Polinsky|
|Butler||Efrem Zimbalist, Jr.|
|FBI Agent||Steven Polinsky|
- Adapted into comic book format in Spider-Man Adventures # 7.