- Felicia Hardy
- Daily Bugle
- J. Jonah Jameson (Main story and flashback)
- Otto Octavius/Dr. Octopus
- Wilson Fisk/Kingpin
- Herbert Landon
- Chameleon (Main story and flashback)
- Nazis (Mentioned)
- Heinz Kruger (First appearance) (Only in flashback)
- Michael Morbius (Mentioned)
- Brace Huntington (Only appearance)
- Anastasia Hardy
- Jason Macendale (Mentioned)
- Daredevil (Only in flashback) (Cameo)
- John Hardesky/The Cat (First appearance) (Main story and flashback)
- Project Rebirth (First appearance) (Only in flashback)
- Doctor Reinstein (First appearance) (Only in flashback)
- General Phillips (First appearance) (Only in flashback) (Cameo)
- Captain America (Steve Rogers) (First appearance) (Only in flashback) (Origin revealed)
- Red Skull (First appearance) (Only in flashback)
- Earth-92131 (Reality)
- Spider-Man's Web-Shooters
- Doctor Octopus' Tentacles
- Captain America's Shield (Only in flashback)
- Super-Soldier Serum
Spider-Man, grieving over the loss of Mary Jane Watson, decides to pay Felicia Hardy a visit, knowing that she has experienced the feeling of losing a loved one. However, when he arrives, Doctor Octopus is blackmailing her mother Anastasia into funding his science experiments, threatening to expose her connection to the "Auzback Fortune". Spider-Man fights him, which alerts the police, causing Doc Ock to flee. Spider-Man leaves soon after.
The following day, at the Daily Bugle, Peter researches the Auzback Fortune, and discovers that it was a jewel theft fifteen years ago, which was attributed to a burglar known as the Cat. Peter recognizes an image of the unmasked Cat as Felicia's father, John Hardesky, having seen a picture of him at her house.
Returning to his hideout, Doctor Octopus is ambushed by the Kingpin's men, who overwhelm him with knock-out gas. When Octavius regains consciousness, he agrees to work with the Kingpin. Kingpin and Landon explain how they had the Chameleon infused with a Techno-Organic virus shortly his incarceration in S.H.I.E.L.D., meaning that everything he sees is now broadcast to the Kingpin. Thus, the Chameleon has revealed to them that John Hardesky resides in the cell next to him. The Kingpin now plans to break Hardesky from the fortress to discover the super soldier formula.
Peter continues his research on John Hardesky. Although there is no record of his sentencing, Peter realizes that he must have been incarcerated in S.H.I.E.L.D. since the same man, Nick Fury, appears in all of the images depicting Hardesky's court case. Peter plans to visit S.H.I.E.L.D. headquarters as Spider-Man, and takes J.J. Jameson's badge which is used to summon S.H.I.E.L.D. agents.
After summoning the agents, Spider-Man is immobilized and taken before Nick Fury. Spider-Man asks for information about the Cat, but Fury declines. After Fury has left the room, the agents prepare to have Spider-Man taken back to New York City, but he escapes and downloads the info he asked for. Suddenly, the Kingpin's men infiltrate S.H.I.E.L.D., causing a distraction, allowing Chameleon to release John Hardesky, who is then abducted and taken away in the Kingpin's plane. Chameleon uses his morphing ability to have S.H.I.E.L.D. confused him for Hardesky. Spider-Man is also able to escape from the fortress in the chaos. Kingpin then orders Doc Ock to bring Felicia to him.
Now possessing S.H.I.E.L.D.'s classified files on the Cat, Spider-Man discovers that in 1943, a 13-year-old John Hardesky was tricked by Nazis into spying on the creation of Captain America. With a photographic memory, Hardesky had memorized the formula, but refused to reveal it to the Red Skull after realizing that he'd been tricked. Years later, after becoming the Cat, he was incarcerated in S.H.I.E.L.D. to prevent the formula from falling into the wrong hands.
In the Kingpin's custody, Hardesky refuses to reveal the super soldier formula to the crime lord. However, Doc Ock arrives with Felicia in tow, and she is introduced to her father.