Appearing in 1st story
- James Martin
- Horizon University
- Digger (Roderick Krupp)
- Norman Osborn (Mentioned)
- "Otto Octavius" / "Elliot Tolliver" (Death)
- Spider-Man (Peter Parker) (Mentioned)
- Black Cat (Felicia Hardy) (Mentioned)
- Mary Jane Watson (Mentioned)
- Otto Octavius (Mentioned)
- Night Shift (Mentioned)
- Brothers Grimm (Percy & Barton Grimes) (Mentioned)
Races and Species:
- Prime Marvel Universe
- Earth-44145 (Behind the scenes)
- Spider-Man's Suit and Web-Shooters
- Doctor Octopus' Tentacles
- Web of Life and Destiny (Fragment)
- Superior Spider-Man's Suit (Last appearance)
Synopsis for 1st story
- Synopsis not yet written
• Otto Octavius has faced certain death and emerged the victor – it just meant someone else had to lose.
• But the Superior Spider-Man has learned to care for others more than himself--and Spider-Norman Osborne of Earth-44145 won’t be satisfied until blood is spilled. Whose will it be?
• The events of this issue will change Superior Spider-Man… permanently.