Appearing in 1st story
- Spider-Man (Otto Octavius/"Peter Parker") (As Doctor Octopus in flashback) (Leaves the Avengers)
- Peter Parker's consciousness (Main story and flashback)
- Goblin King (As Green Goblin in flashback)
- Hobgoblin (Claude/"Roderick Kingsley") (First appearance as Hobgoblin) (Death)
- Goblin Nation
- Goblin Knight (Phil Urich)
- 8-Ball (First appearance) (Joins team)
- Mauler (First appearance) (Joins team)
- Tumbler (Joins team)
- Ringer (Joins team)
- Hitman (Joins team)
- Unicorn (Joins team)
- Answer (First appearance) (Joins team)
- Killer Shrike (First appearance) (Joins team)
- Melter (First appearance) (Joins team)
- Gibbon (First appearance) (Joins team)
- Unknown Hand ninjas
- Unknown former Vulture henchmen
- Unknown Goblin Knights
- Unknown Hobgoblin's henchmen (Join Team)
- A.I.M. agents
- Roderick Kingsley (Behind the scenes)
- Uncle Ben (Only in flashback)
- Aunt May (Only in flashback)
- Venom symbiote (Only in flashback)
- Unknown future Roderick Kingsley Imposter
- Former Hobgoblins (Mentioned)
- Former Green Goblins (Mentioned)
- Dr. Winkler (Mentioned)
- The Mindscape (Shared psyche of Peter Parker and Otto Octavius)
- United States of America
- Unit #2.557
- Pumpkin Bomb
- Spider-Man's Web-Shooters (Main story and flashback)
- Superior Spider-Man's Suit
- Captain America's Shield
- Iron Man Armor Model 42
- Black Widow's Gauntlets
- Doctor Octopus' Tentacles (Only in flashback)
- Goblin Armor
Synopsis for 1st story
After both Goblins declare war on each other, both Goblin factions battle it out in a full-scale assault until the Green Goblins calls a time-out, seeing how pointless and costly it is to wage war on each other when they can combine their armies into one to take down Spider-Man, however, once the battle stops, the Goblin King proposes that only the leaders fight to the death, with the winner taking all Goblin Henchmen under his control. Both Goblins taunt each other with all the men they once held their respective masks, but the Green Goblin loses his guard after the mention of Harry Osborn. The Goblin King recalls that he has endured betrayal and even death and he still managed to stand up, revealing a large scar on his chest, making the Hobgoblin realize that he is indeed battling against the original Green Goblin, Norman Osborn, or so it may seem. After the Green Goblin beats and kills the Hobgoblin, the newly gained henchmen celebrate alongside the Goblin King's loyalists.
Meanwhile, Spider-Man leads his Spiderlings in an attack against an AIM platoon to take down a clandestine shipment, only to be stopped by the Avengers, who confront him. Otto brushes them off, making the Avengers attack both the Spiderlings and the AIM group, stopping his mission and telling Otto that his probation is over. After they arrive at Stark Tower, the Avengers once again confront Spider-Man about the deletion of his medical scans but Otto replies that it was to protect his secret identity and avoid another Civil War, but the Avengers don't buy his argument, even recalling his past one about the Venom symbiote remnants that caused his erratic behavior. Spider-Man argues about his privacy and how the Avengers can pick inside his mind just because "He's an Avenger", prompting Otto to snap at them and quit the team, proclaiming that he doesn't need them or anyone.
Inside the Mindscape, Peter's consciousness discovers that his world is now a large empty space, with only the very few key memories left from Peter that Otto already had accessed. He starts to have some self doubts about how he can turn the situation around, but then he recalls that he's more than Peter Parker, he is Spider-Man. Declaring that Otto had made a big mistake in leaving the memories that define him, he knows that he is someone that never gives up, promising to find a way to win the battle and regain control of his body.
After the war is over, the Goblin Underground celebrates, while Goblin Knight who decides to check the Hobgoblin to see if is indeed Kingsley, recalling that he thought he killed him only to discover it was his brother. After Urich takes of the dead Goblin's mask, he discovers that it was actually another imposter, so he decides to destroy the body to ensure the Goblin King's triumph but still wonders where the real Kingsley is. Meanwhile, in Paris, it is revealed that the imposter was actually Kingsley's butler who was programmed to act and talk like him in order to distract his enemies and decides to lay low once again, working on his personal empire and raising a toast to the Goblin King, conceding victory to him... for now.
GOBLIN NATION PRELUDE
• The stage is set for the biggest SUPERIOR SPIDER-MAN story of them all!
• And it starts here with a goblin fight like no other: The Green Goblin vs. The Original Hobgoblin!
• Plus: That thing that happened at the end of #25... That thing that raised all of those questions... You don’t have to wait any longer. You’ll get your answers THIS ISSUE! Honest.
- The Goblin King cites "All Quiet on the Western Front."