- Captain America (Main story and flashback) (Last appearance)
- Daily Bugle
- Red Skull (Main story and flashback) (First appearance)
- Dr. Niemann (First and only known appearance)
- US Army (Only in flashback)
- US Navy (Only in flashback)
- Nazis (Only in flashback)
- Imperial Japan (Only in flashback)
- Smokey the Bear (Mentioned)
- Iron Man (Mentioned)
- Dracula (Mentioned)
- Werewolf (Mentioned)
- Spider-Man's Web-Shooters
- Amazing Spider-Man (Comic)
- Captain America's Shield (Main story and flashback) (First appearance)
- Dust of Death (First and only known appearance)
- Red Skull's Body-Swap Machine (First and only known appearance)
- Red Skull's Aircraft (First appearance)
Jameson decides to honor Captain America, the superhero of World War II. Upon hearing of this, the Red Skull decides to come to the United States and use the dedication ceremony as an opportunity to kidnap Captain America. As the Red Skull ambushes Captain America at the ceremony, Spider-Man appears and attempts to help stop the Red Skull, but ends up inadvertently letting him escape with Captain America as a captive after a badly timed move. Spider-Man ends up being blamed for Captain America's kidnapping by Jameson, the rest of the assembled crowd, and eventually most of New York. Facing increasing public hostility, Spider-Man decides to rescue Captain America all by himself. He disguises himself as Captain America after a visit to a costume shop, and journey's to the Red Skull's castle stronghold in Germany via a rented plane with the pilot's full cooperation. With Captain America as his captive, the Skull demonstrates a device created by his manservant, Dr. Niemann, that is capable of mind transfer. Red Skull uses a the prototype on a dog and a cat, then reveals the full scale device and explains that he intends to swap minds with Captain America, and use his power to take control of the United States, while Captain America in the Red Skull's body is locked away in one of the castle's dungeons for the rest of his life. Spider-Man infiltrates the Red Skull's castle and does battle with his robotic guards. As the Red Skull begins to swap minds with Captain America, Spider-Man arrives and has to figure out a way of stopping the Skull's plan from succeeding.
- Red Skull next appears in the Spider-Man and His Amazing Friends episode "The Quest of the Red Skull".
- This episode was animated by Toei Doga in Japan. It was the first cartoon of many that they would animate for Marvel Productions, including episodes of Spider-Man and His Amazing Friends ("Knights and Demons", "The Origin of the Iceman", "Along Came Spidey", and "A Fire-Star Is Born"), Dungeons & Dragons, G.I. Joe, The Transformers, and the singular episode "Pryde of the X-Men".
- Other costumes seen in the window at "Stan's Costume Shop" are (from left to right): Iron Man, Black Bolt, Vision, Power Man, Phoenix, Thor and Storm.
- "Stan's Costume Shop" would appear again; Most notably in the Spider-Man and His Amazing Friends episode "Spider-Man Unmasked!"
- Unlike the Spider-Man and His Amazing Friends episode "The Quest of the Red Skull", this episode does not feature any Swastikas or direct references to the Nazi Party. This may be why NBC re-aired this episode in their late 80's programming block "Marvel Action Universe".