- Spider-Man (Peter Parker) (Main story and flashback)
- Green Goblin (Norman Osborn) (Main story and flashback) (First appearance)
- The Lizard (Only in flashback)
- Iron Man (First appearance) (Photo)
- Spider-Man's Web-Shooters (Main story and flashback)
- Pumpkin Bomb (Main story and flashback)
- Crazy (Magazine)
- Iron Man Armor (Photo)
- Memory amplifier
- Goblin Glider (Main story and flashback)
An escaped Norman Osborn is traveling by train, when it crashes, throwing Osborn from the wreckage, and restoring his memory of being the Green Goblin. On Halloween night, Peter attends a fancy-dress college party with Betty at Empire State University. It isn'tlong before Peter senses that all is not well at the Osborn Science Building, and he goes to investigateas Spider-Man. There, he is trapped in a ‘suspendedanimation’ beam by the Green Goblin. The Goblin retrieves the memory amplifier, a device he created previously, that is capable of projecting an individual'sthoughts of the past and the future. The Goblin intendsto reveal Spider-Man's true identity to the world,starting with Betty who almost walks in on an unmasked Spider-Man. He manages to avoid being foundout by Betty, but the Goblin escapes. As revenge against Jameson for printing stories about unsafe conditions in Osborn labs, the Goblin sprays achemical compound over the presses of the DailyBugle. The next day, all the copies of the Bugle crumble into green dust. The Goblin tries to terrorize Jameson, but Spidey intervenes and saves him.Whilst still holding onto Jameson, Spidey catches onto the Goblin's gilder. With Jameson on the glider, the Goblin attempts to reveal Spider-Man's secret Identity to him. Spidey makes as much noise as he can to prevent Jameson from learning anything, but the Goblin has to be stopped before any irreparable damage is caused.
- Green Goblin next appears in the Spider-Man and His Amazing Friends episode "Triumph of the Green Goblin"
- According to dialogue; Spider-Man and Green Goblin met and battled each other for the first time exactly three years prior to the events of this episode. In the mainstream continuity, the events recounted occured in Amazing Spider-Man issues 14, 39, and 40.
- Peter briefly flashes back to the time he graduated high school, marking one of the rare occasions this version of Spider-Man is seen as a teenager, along with Spider-Man and His Amazing Friends episode "Along Came Spidey". The event recounted in this episode occurred in the mainstream continuity in Amazing Spider-Man issue 28.