- Spider-Man (Peter Parker) (Main story and flashback)
- Dr. Curt Connors
- Debra Whitman
- Flash Thompson
- Felicia Hardy (Main story and flashback)
- Harry Osborn (Main story and flashback)
- Mary Jane Watson (Main story and flashback)
- Vulture (Adrian Toomes/"Arthur Avis") (First appearance as Vulture) (First appearance as Arthur Avis) (Main story and flashback)
- Toomes Aerodynamics (First appearance) (First appearance as Vulture)
- Hobgoblin (Jason Macendale Jr.) (Mentioned)
- Michael Morbius (Mentioned)
- Mary Jane's father (Mentioned)
- Richard Parker (Mentioned)
- Mary Parker (Mentioned)
- Hammerhead (Only in flashback)
Races and Species:
- Earth-92131 (Reality)
- Vulture's Wings (First appearance)
- Spider-Man's Suit and Web-Shooters
- Neogenic Recombinator (Mentioned)
- Neural Neutralizer (First appearance)
- Tablet of Time (Only in flashback)
- Adamantium (Only in flashback)
- Spider-Slayers (Mentioned)
At a meeting, Norman Osborn tries to convince other board members to allow him to buy Toomes Aerodynamics and merge it with Oscorp because Adrian Toomes' ideas of age reversal and gravity defiance are ridiculous. Toomes, who hadn't attended the meeting in person and instead contributed through a telephone, is angry and sets off as the Vulture. He attacks and drains the youth of a child, which effectively restores his own youth. Spider-Man witnesses, and gives chase. After getting away, Vulture prepares to attack Osborn.
At an awards ceremony, the Toomes grant award is awarded to Dr. Curt Connors and Empire State University, while Debra Whitman wins the place as Dr. Connors' lab assistant. Debra is secretly jealous when she sees Flash Thompson with Felicia Hardy. After Peter leaves the ceremony, he notices the Vulture attacking Norman at Oscorp, and interferes as Spider-Man. While they fight, Vulture's restored youth runs out and he returns to his old form, before fleeing. Instead of giving chase, Spider-Man takes a photo at a long distance of his face. He then enlarges it and identifies him as Adrian Toomes.
At the new neogenic research lab, Debra is visited by Toomes under the alias of 'Arthur Avis', Toomes' "second in command". After he has left, Peter, now aware of Toomes' hidden agenda, arrives to warn Debra, but she labels him a sore loser and throw him and Flash out. Flash is angry with Peter for getting them thrown out as he had been there to impress Debra. When Dr. Connors arrives for a meeting with Toomes, he is immobilized and his youth drained. The Vulture then sets out in his young form to kidnap Harry Osborn, but is intercepted by Spider-Man, meaning that he has no time to finish before becoming old again.
Debra sees the Vulture from her lab window, and contacts Peter to tell him, realizing that it may be what he was warning her about, but her youth is drained too. When Spider-Man arrives at the building, he finds Doc Connors and saves him, while Flash who is also present finds Debra, who has taken on the appearance of an old woman. However, Debra becomes young again, but at the same time Vulture appears and attempts to take Flash's youth, but Spider-Man counters. However, Vulture gains the upper hand and drains Spider-Man's youth, and also his superhuman strength, etc.