- Lightwave (Aurora Dante) (First and only known appearance)
- Buzz Mason (First and only known appearance)
- S.H.I.E.L.D. (First and only known appearance)
While investigating a robbery the Spider-Friends encounter Lightwave; a mutant who possess the ability to manipulate and control light. It becomes evident that she shares some connection with Iceman, but he is reluctant to reveal the truth regarding their relationship. Buzz Mason, an agent of S.H.I.E.L.D. (an elite secret security force that protects earth) enlists the help of Spider-Man and Firestar. He explains that Lightwave is an ex-S.H.I.E.L.D. agent turned traitor and that she is endeavoring to steal a device that will give her control of a satellite called the GUARDSTAR. The Guardstar would, in turn, give her supreme power over the world. Lightwave attempts another theft and once again has to contend with the Spider-Friends. She easily escapes with the device because Iceman refuses to try and stop her. When confronted by his friends, Iceman confesses that Lightwave is in fact his half sister Aurora and that he feels he should take care of her. Iceman pretends to join forces with his sister and discovers that Buzz Mason has been controlling her mind the entire time. Mason flies off in a rocket to take control of the Guardstar whilst in orbit, as the Spider-Friends stow away on board. During the ensuing battle, Mason commands Lightwave to defeat Spider-Man and Firestar as Iceman is pushed into space. Having to choose whether to obey orders or save her brothers life, breaks Mason’s hold over her. Without Lightwave, Mason is powerless.
PRODUCTION TITLE: The Guardstar Affair