- Spider-Man/Hulk (Peter Parker / "Bruce Banner") (As Wolverine in his imagination) (Mind transferred to and from Bruce Banner's body)
- Hulk/Spider-Man (Bruce Banner / "Peter Parker") (Mind transferred to and from Peter Parker's body)
- Aunt May Parker
- Mary Jane Watson
- The Thing (Ben Grimm)
- Doctor Doom (Victor von Doom) (Vision) (In Peter Parker's Imagination)
- Juggernaut (Cain Marko) (Vision) (In Peter Parker's Imagination)
- Daily Bugle
- J. Jonah Jameson (Appears on a computer screen, TV, or hologram only)
- Spider-Man (Logan/"Peter Parker") (Vision) (In Peter Parker's Imagination)
- Stan the Janitor
As Spider-Man battles Batroc the Leaper on the Manhattan rooftops, he was continually distracted by J.J. Jameson, who as always bad mouthed Spidey calling him a menace. But when he webs up Batroc he is attacked by a mob of people who are fed up with Spider-Man. Nick Fury contacted him on his communicator, ordering him to the Tri-Carrier. S.H.I.E.L.D. planned to use the mutant criminal Mesmero to enter the Hulk mind, increasing his intelligence so he can now be a force for good. The procedure however went wrong and he tries to take over the Hulk's mind but Spider-Man jumps on and removes the device stopping the procedure, but blacked out. When Spider-Man came to he was in the Hulk body and struggled to handle the powerful body. He confronted Mesmero, but he fell into his cell realizing the mutant criminal. He was then attacked by S.H.I.E.L.D. agents and a Mandroid believing the Hulk is loose and attacking them, but he was able to escape the Tri-Carrier. Elsewhere the Hulk woke up in Peter's body just as confused, but Aunt May ignored his antics and takes him to school, where he is forced to take a test. Peter tries to contact Hulk in his body via a pay phone but he is attacked by the Thing. The pair battled, causing destruction throughout the city. White Tiger takes the Hulk in Peter's body to the roof of the school and puts him in the Spider-Man costume. The three heroes battled again, which leads them to the Brooklyn Bridge. Mesmero in a cab trying to escape the city, used his powers to control the Thing. The Thing was freed from his control and the Hulk grabbed Mesmero forcing him to reverse the mind swap. Then S.H.I.E.L.D. arrived to take down the Hulk, but he escapes but appears to have gained a new level of control and mildly increased intelligence.
- Doctor Doom and Juggernaut only appear in Spider-Man's mind as he imagines what it would be like to be the Incredible Hulk.
- Wolverine only appears in Spider-Man imagination as he remembers the previous mind swap incident in episode Freaky, which was caused by Mesmero.
- Stan the Janitor gives a speech while standing on "Stan's Soapbox," which is a reference to the Bullpen Bulletins the news and information page that appeared in most regular monthly comic books from Marvel Comics.
- This episode is the backdoor pilot for Hulk and the Agents of S.M.A.S.H..
- The post-mind swap taking effect on Hulk can be the reason why he is depicted possessing more self-control and intellect in "Hulk and the Agents of S.M.A.S.H." and "Avengers Assemble" animated series.