- Spider-Man (Peter Parker) (Main story and flashback)
- Madame Webb (Cassandra Webb)
- Mary Jane Watson (Final appearance) (Main story and flashback)
- Harry Osborn
- Green Goblin (Norman Osborn) (Final appearance)
- Liz Allan
- Debra Whitman
- Flash Thompson
- Aunt Anna Watson
- Aunt May Parker
- Kingpin (Wilson Fisk) (Mentioned)
Races and Species:
- Earth-92131 (Reality)
- Time-Dilation Accelerator (Destroyed)
- Spider-Man's Suit and Web-Shooters
- Green Goblin Costume
- Pumpkin Bombs
Spider-Man tells Madame Webb that he doesn't want her advice any more, and is not interested in the battle she claims to be preparing him for. However, Madame Webb warns him that a "two-headed monster" is about to strike.
Norman Osborn is fixing the time dilation accelerator, driven insane by the Green Goblin, who is a separate personality. He then leaves Oscorp and begins creating explosions to attract Spider-Man's attention. The Green Goblin then begins to stalk Spider-Man, appearing around him before quickly disappearing using the time dilation accelerator. This sets off his Spider-Sense, but Peter is confused as there appears to be no danger. He removes his Spider-Man suit and takes on the guise of Peter Parker again, before leaving, unaware that he has revealed his identity to the Green Goblin.
Mary Jane Watson tells Peter that they are invited to Harry Osborn's birthday party, which is being hosted by his father. Peter is confused and wonders whether Norman Osborn is back to normal, but takes the opportunity to observe him without him knowing that Spider-Man is watching, unaware that the Green Goblin now knows of his identity. Peter and Mary Jane walks up to Harry to give him his birthday present and thanks him for inviting the two despite everything that has happened between them. However, Harry angrily tells Peter that the only reason he invited him and Mary Jane, is because his father insisted, telling him to "show a little backbone" and walks off. Mary Jane pleads for Harry to stop acting this way. At the party, Norman acts over friendly to Peter, and over dinner makes hints to his identity as Spider-Man. To protect his alter ego, Peter creates a diversion by heating up his web-cartridges in the fireplace, causing a fire in the building.
Everyone manages to escape Osborn's mansion, but Peter is tied up and taken behind the goblin's glider. The Green Goblin takes him to the George Washington Bridge, where Peter escapes and they briefly fight. The Green Goblin then uses the time dilation accelerator to go after Peter's Aunt May. Spider-Man arrives home before the goblin, but instead he decides to go after Mary Jane.
After kidnapping Mary Jane, the Green Goblin takes her back to the bridge. When Spider-Man arrives to save her, he fights the goblin, but Mary Jane winds up falling off the bridge. She falls through a portal created by the time dilation accelerator, and gets trapped in limbo, although Spider-Man thinks she fell in the water. In a fit of rage, Spider-Man attacks the Green Goblin, whose time dilation accelerator loses power. He manages to open one more portal, which becomes unstable and begins to suck him in. When he reverts to Norman again, Spider-Man justifies saving him but the goblin takes over once again and tries to kill Spider-Man with his glider, but Osborn is hit and falls through the portal and into limbo as well.
After, Spider-Man is bitter over the loss of Mary Jane, and tells Madame Webb that he never wants to hear from her again.