- Red Skull (First appearance)
- Adolf Hitler (Only in flashback)
- Nazis (Main story and flashback) (Last appearance)
- Red Skulls Drill (Only appearance)
On their way home from a party, Peter and Mona Osborn notice something strange going on at Professor Hiawatha Smith's home. Needing to change into Spider-Man, Peter has to ask Flash Thompson to take Mona home for him, even though she loathes Flash every bit as much as Peter does. While checking out the house, Spidey runs into two of the Red Skull's thugs looking for an inscription called the "Scorpio Engraving". Once found, the thugs gas Spidey, leaving him in the wreckage of the house. Hiawatha Smith returns to find the Spider-Friends in his house and a fight of misunderstanding ensues. Eventually the truth is reached and they join forces to stop the Skull. Hiawatha explains that the engraving is actually a map to hidden Nazi experimental weapons. The gang follows the Skull to an African jungle where he has found the weapons. The Skull captures the Spider-Friends and straps them to three of the rockets he aims at another country in hopes to start World War III. Just before ignition, Smith frees Firestar, who saves her friends and aims the flying missile back toward Skull Island, leaving the gang to wonder if the Red Skull survived. Peter, Bobby, and Angelica return home to see that Mona and Flash are now dating because Peter brought them together.
- The Red Skull previously battled his arch-nemesis, Captain America (along with Spidey) in the Spider-Man episode "The Capture of Captain America".
- Due to the fact that this episode has to do with Hitler and the Nazi Party, a lot of Swastikas are displayed in it (even a giant one which is a plot point). This resulted in NBC pulling the episode from syndication. Therefore this episode has only been shown on TV once.
- Due to said themes, the gag dub of the episode for the Marvel Mash-Ups shorts is the only one that is not available to stream on Disney+.