- Phalanx (First appearance)
- Aunt May (Main story and flashback)
When Spider-Man finds a downed space pod, the Hulk emerges from it with a Phalanx droid attached to it. Spider-Man sends the picture of the Phalanx droid to Nick Fury who then tells Spider-Man not to let it touch him. Spider-Man webs off the Phalanx droid after it placed some strange barb device on Hulk. Before the Phalanx droid can attack Spider-Man, it is crushed by Hulk. The barb device the Phalanx droid placed on Hulk made him sick causing Spider-Man to help him without letting Nick Fury know about this and keep him at his house without Aunt May finding out. Hulk mentioned to Spider-Man that the Phalanx had attacked him while he was sleeping and he escaped from their ship when there was too many of them. After Spider-Man gets the device off of Hulk, he discovers that the device that was on Hulk is composed of living metal and it sends a signal to the Phalanx alerting them where they can find Hulk. Hulk recovers and Spider-Man tells him that they have get the Phalanx away from the suburbs without touching them. Spider-Man and Hulk follow a Phalanx to a warehouse where they find the Phalanx had been using Hulk's tissue to make stronger Phalanx soldiers. Spider-Man and Hulk had to attack the Phalanx with non-organic stuff. Hulk then attacks the Phalanx while heading towards the alien device that was making more Phalanx with his smashing just as Nick Fury and S.H.I.E.L.D. arrive
- This is the first episode since the premier episode that White Tiger, Power Man, Nova and Iron Fist don't appear in.