Appearing in "Part Two: ...there goes the neighborhood!"
- Fantastic Four
- Spider-Man (Peter Parker) (Main story and recap)
- Hiram Sheckerberg
- Damage Control
- Arlo North
- Alicia Masters
- Maggia (Mentioned)
- Numerous unnamed New Yorkers
- Sub-Mariner (Namor McKenzie)
- Beyoncé (First appearance) (Topical reference)
- New Fantastic Four (Recap)
- New Avengers (Mentioned)
- Frightful Four (Recap)
- Wizard (Bentley Wittman) (Recap)
- Ms. Menken (Only appearance)
- Tony Stark (Mentioned)
- Andrew Jackson (Photo)
- Ulik (Mentioned)
- She-Hulk (Jen Walters)
- Valeria Richards
- Mary Jane Watson-Parker
- Wonder Man (Simon Williams)
- Yancy Street Gang
- Danny Grimm (Statue)
- Bunny (Behind the scenes)
Races and Species:
- Humans (Main story and recap)
- Atlantean-Human Hybrids
- Mutants (Recap)
- Demons (Behind the scenes in recap)
- Human-Olympian Hybrids
- Rock Trolls (Mentioned)
- Inhuman Dogs
- Earth (Main story and recap)
- United States of America (Main story and recap)
- North Sea
- Moon, Earth Orbit (Mentioned)
- Negative Zone
- Hell (Invoked)
- Fantastic Four Uniforms
- Iron Spider Armor and Web-Shooters
- Spider-Man's Suit (Recap)
- Ghost Rider's Chain (Recap)
- Wizard Armor (Recap)
- Anti-Gravity Disc (Recap)
- Wizard's ID Machine (Recap)
- The Numbers (Mentioned) (Topical reference)
- Lost (Mentioned) (Topical reference)
Synopsis for "Part Two: ...there goes the neighborhood!"
Ben's attempt to build a recreation center on Yancy Street is in jeopardy when the Maggia sent the Trapster and Sandman to destroy the construction site. With bombs set to go, the Thing finds himself glued to the ground and is being pounded by the Sandman. Needing help, Ben fires the Fantasti-Flare into the sky to call the other members of the Fantastic Four for help. However, Sue is busy helping Namor, Reed is battling Blastaar in the Negative Zone, and Johnny is saving a pop-star from Dragon Man. However the signal flare is spotted by Spider-Man who decides to see what he can do to help.
With the help of his new high-tech costume, Spider-Man is able to keep the Trapster and Sandman on the defensive. Breaking free, Ben tires to talk sense into the Sandman who he once convinced to reform in the past. However, unknown to Ben, the Sandman's personality was returned to his criminal nature by the Wizard, and so his appeals fall on deaf ears.
Eventually Spider-Man manages to pin the Trapster with his webbing and then uses his paste guns to incapacitate the Sandman. With the bombs about to explode, the Trapster gives them the passcodes to save their lives. Spider-Man and the Thing manage to disarm two of the bombs. With one about to explode, the Thing uses his body to shield the blast.
With the battle over, Spider-Man departs and the Damage Control is called in to help clean up the mess. Soon the construction begins and Arlo North takes a moment to tell Ben that he and Alicia are dating. Eventually the community center is completed and a large party is being thrown. Ben's attempts to look into Arlo discovers that he is squakey clean. Outside members of the Yancy Street Gang is about to vandalise the community center until they notice that Ben has dedicated it to his brother Daniel. The gang then declares the building off limits. After unveiling a statue of his brother, both Hiram Sheckleberg and and Alicia congratulate him.
Ben soon learns, to his dismay, that Hiram still expects Ben to work off his debt. After a day of work, Ben is unable to find a ride home so he is forced to take the bus again. Falling asleep on the bench, Ben becomes a victim of the Yancy Street Gang who spray paint insults on his rocky hide.
- The fists are flying on Yancy St., and Benjamin J. Grimm's found himself outnumbered by some of the toughest supervillains money can buy.
- Lucky thing SPIDER-MAN was swinging by, right? Call it a Team-Up, call it a Two-In-One, call it whatever you dang well want-- we're just calling it FUN!
- With special guest appearances by... darn near EVERYBODY!
- The pop-star that Johnny is trying to save is identified as Beyoncé; however, per the Sliding Timescale of Earth-616 this should be considered a topical reference.
- This story takes place shortly after Spider-Man obtained his new Iron Spider armor in Amazing Spider-Man #529.
- Spider-Man recalls how he was a member of the short-lived "New" Fantastic Four who were active in Fantastic Four #347–349.
- The Thing helped the Sandman reform in Marvel Two-In-One #86; however, the Sandman was reverted back to his criminal ways by the Wizard in Peter Parker: Spider-Man #12.
- Ben knows Spider-Man's double identity because Peter recently revealed his identity to the Fantastic Four in Spider-Man Human Torch #5.