- Daily Bugle (Main story and flashback)
- Mary Jane Watson
- Felicia Hardy (Cameo)
- Aunt May Parker (Main story and flashback)
- Matt Murdock/Daredevil (First appearance) (Main story and flashback) (origin revealed)
- Detective Terri Lee (Only in flashback)
- Chameleon (Impersonates Spider-Man)
- Richard Fisk (First appearance) (Main story and flashback)
- Wilson Fisk/Kingpin (Only in flashback)
- Agent Choi (First appearance) (Only in flashback)
- Hobgoblin (Mentioned)
- Jonathan Murdock (Only appearance) (Only in flashback)
- Stick (Only appearance) (Only in flashback)
- Anna Watson
Peter Parker is found guilty in court of treason, and taken away in police custody, but the cavalry is attacked by who appears to be Spider-Man, who renders Peter unconscious using knockout gas before escaping with him.
When Peter wakes up in the hands of his captors, he recites to himself how he ended up in this mess; First, Richard Fisk had appeared to Peter and offered him a job at his father's company Fisktronics as a troubleshooter. Thus, Peter quit his job at the Daily Bugle to work there. However, one day, Peter was ambushed by a group of federal agents looking for his diagnostic disc, but he escaped as Spider-Man. When he returned home, the police busted inside and arrested him for selling government secrets, despite him protesting his innocence. In his police cell, Peter was introduced to his lawyer, Matt Murdock.
After being transported away in a helicopter, Peter is taken by Spider-Man, who turns out to be the Chameleon in disguise, before Richard Fisk, who reveals his agenda to him which was to frame Peter for treason. Richard attempts to execute him by placing him in a cell which can suffocate him, but after Richard and Chameleon have left in the helicopter, Daredevil arrives to release Peter. Daredevil is easily able to get past the security and escapes with Peter, taking him to Murdock's apartment to hideout.
At Murdock's apartment, he and Peter get talking, and Murdock explains to him how he lost his sight, and how he lost his father to a mobster, The Kingpin, the man who Matt suspects is behind Peter's framing. After Matt has left, Peter leaves and visits the Fisktronics building as Spider-Man looking for evidence to clear his name.
At the Fisktronics building, Spider-Man is ambushed by Daredevil, who previously saw Chameleon impersonating him, thinking that he is there to plan evidence against Parker. As they fight, the Kingpin's men arrive and open fire on them both, before planting a bomb to destroy the complex and thus the evidence.