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Appearing in "Changes: Part 3 of 4"
- Captain America (Steve Rogers)
- Colonel Nick Fury
- Tommy (Cap's old disabled friend from the 40's)
- Detective Neil Garrett
- Aunt May
- Mary Jane Watson-Parker
- Joseph Stalin (Only in flashback)
- President Kennedy (Mentioned)
- Lee Harvey Oswald (Mentioned)
- Human Torch (Johnny Storm)
- Mr. Fantastic (Reed Richards) (Cameo)
- General Ross (Cameo)
- Cyclops (Scott Summers) (Cameo)
- Iron Man (Tony Stark) (Cameo)
- Wasp (Janet van Dyne) (Cameo)
- Officer Chan
- Agent Wilsmann
Races and Species:
- United States of America
- Union of Soviet Socialist Republics (Only in flashback)
- Marshall Islands (Only in flashback)
- Bikini Atoll (Only in flashback)
Synopsis for "Changes: Part 3 of 4"
Meanwhile, after having a brief confrontation, the Queen (Adrianna Soria) defeats Spider-Man. Arriving shortly thereafter, the Human Torch reports to Mister Fantastic that there's no trace of the combatants.
As the Avenger Iron Man declares the heroes present are all under Cap's orders, Cyclops counters that the X-Men are only there because Charles Xavier is extremely scared of what could happen (he may have the same information as Captain America). Black Widow informs Fury a message was received from the Queen, warning of a bomb that will imminently detonate. While there is hope in evacuating the city, the heroes instead continue their search and pray.
Meanwhile, the Queen visits Spider-Man- now a giant spider under her complete command!
Betrayed by his body and suffering the painful effects of his slow transformation from man to arachnid, Spidey must once again confront the architect of his metamorphosis - the Queen!
- But only Captain America holds the key to her defeat!!
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