- Flash Thompson
- Harry Osborn
- Mary Jane Watson
- Taskmaster / Coach Yeager (Anthony Masters) (First appearance)
- Dr. Octopus (Otto Octavius)
- Batroc the Leaper (Georges Batroc)
- Norman Osborn (Mentioned)
- Daily Bugle Communications
- J. Jonah Jameson (Appears on a computer screen, TV, or hologram only)
- Stan the Janitor
- Irving Forbush (Mentioned)
- Doctor Doom (Victor von Doom) (Mentioned)
- Coach Moleskin (First appearance)
Races and Species:
Doctor Octopus uses Batroc the Leaper as a diversion to film Spider-Man. As Spider-Man is being filmed, Doctor Octopus shows the footage to the Taskmaster, who calculates Spider-Man's precise movements and is sent to go find him.
As the city is convinced that Spider-Man attends Midtown High, the Taskmaster heads there. He critically injures the school's gym coach by flinging him with a spring off the football field, and fills in as the substitute. When the class he feels has Spider-Man (involving Danny, Harry, Flash, Ava, and Peter himself) comes to him, he makes them go through an obstacle course. Every time one goes through it, he compares their results to that of Spider-Man. Each person who fulfills the requirements is to meet with him at a specific time. To protect his identity, Peter intentionally bloopers the course. In the end, Danny, Harry, and Flash are chosen to meet with the coach, much to Ava's annoyance.
When those chosen find themselves in trouble, Spider-Man and White Tiger go to investigate. There Danny shows himself as Iron Fist, and thus not Spider-Man. Harry and Spider-Man are shown together, so the Taskmaster assumes Spider-Man is Flash. As Flash hides in Peter's locker, Spider-Man and White Tiger fight the Taskmaster, only to discover he can copy their abilities.
As the Taskmaster, who is revealed as their gym teacher, flees to the gym, Spider-Man gets some night vision goggles in the shape of his mask and he and White Tiger swap their gadgets to confuse the Taskmaster. By turning off the gym's lights, they manage to subdue the Taskmaster and reveal that Flash is not Spider-Man. Ava then commemorates Peter for abilities she initially underestimated.