Appearing in 1st story
- Superior Spider-Man / "Dr. Elliot Tolliver" (Otto Octavius) (Main story and flashback)
- Horizon University (Main story and flashback)
- Night Shift
- Terrax the Tamer (Tyros) (Mentioned) (Only in flashback)
- Spider-Woman (Jess Drew) (Mentioned)
- French Foreign Legion (Mentioned)
- Spider-Man (Peter Parker) (Mentioned)
- James' mother (Only appearance; corpse)
- James (First appearance) (Unnamed)
- Torbert Octavius (Mentioned) (Deceased)
- Mary Octavius (Mentioned) (Deceased)
- Master Pandemonium (Martin Preston)
Races and Species:
- Earth (Main story and flashback)
- Heavens (Invoked)
- Hell (Mentioned)
Synopsis for 1st story
• With San Francisco and Otto in ruins after Terrax’s attack, rebuilding is required.
• But will a weakened Superior Spider-Man be chum in the water to opportunistic villains?
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