- Alistair Smythe
- Alisa Silvermane (Final appearance)
- Silvermane (Final appearance)
- Mac Gargan/Scorpion
- Adrian Toomes/Vulture
- Kingpin (Mentioned)
- Spencer Smythe (In cryogenic suspension) (Final appearance)
- Farley Stillwell (Only in flashback)
- J. Jonah Jameson (Only in flashback)
- Sarah Baker (Only appearance)
- Earth-92131 (Reality)
- Smythe's hoverchair
Spider-Man and the Black Cat attempt to stop a crime, but Black Cat is captured by Alistair Smythe. Smythe plans to use neogenics to restore the adulthood of his new employer, Silvermane. He tells Spider-Man to catch one of two neogenic subjects, Scorpion or the Vulture, to ensure Black Cat's release. In order to lure them out, Spider-Man convinces Curt Connors to declare that he has made a breakthrough on the science of neogenics. Hearing the announcement, Scorpion is convinced by Vulture, who he has been keeping hostage, to steal money in order for him to pay for Connors' neogenic treatment, which could make him normal again. Scorpion is attacked by Spider-Man, who defeats him and brings him to Smythe. However, Smythe double-crosses him and captures Spider-Man too, planning to use Scorpion's DNA to trade Spider-Man's youth with Silvemane's babyhood. The experiment is then interrupted by the Vulture, who has been released by Scorpion's partner, Sarah, so that he can save him. In the ensuing chaos, Spider-Man is freed, and Silvermane's energy is instead swapped with Vulture's, restoring the latter's youth and turning Silvermane back into an old man. The recombinator then overloads and the building begins to explode, but everyone inside escapes.
- This is the last time when Eddie Albert provides the voice of Vulture.
- Starting from this episode, Scorpion is now voiced by Richard Moll.
- This episode marks the last appearance of Silvermane and his daughter, as well as Vulture in his elderly form.