Appearing in "With Great Power"
- Joan (Newscaster)
- Various Asgardians
- Sgydahl (First appearance)
- Mr. Telleckson (U.N. Dignitary)
- Stealth Bomber
Synopsis for "With Great Power"
Spider-Man sneaks onto the floating city, trying to figure out who they are and what they want. But the stealth bomber he was hitching a ride on gets shot down, and he crashes into a tavern. The Asgardians there think that he's some sort of dark elf looking to cause mischief. As they chase him around, he finally figures out that this is Asgard, so he heads towards the castle to talk to Odin. Meanwhile, in the U.N. Building, Thialfi crashes through one of the windows, and takes Mr Telleckson to see Thor. The Chinese ambassador orders a nuclear strike before the same thing can happen to Beijing, not understanding what's really going on. Inside the throne room of Asgard, Mr Telleckson meets Thor, who tells him why the Asgardians are there, to feed the hungry and help elevate mankind, but Telleckson refuses. Spider-Man arrives just then and tries to talk to Thor, that they can't just step in and tell people how to run their lives, but Thor responds that since he has the greater power, he also has the greater responsibility. Just then, Heimdall senses the nuclear missile, and sounds the alarm. Thor uses the Odinpower to contain the blast, then uses Mjolnir to create a vortex to send it to another dimension. Thor then tells Spider-Man that they are only there to help, and to spread the word.
- This cover is a homage to Marvels #4.