- Harry Osborn
- Mary Jane Watson
- Doctor Doom (Victor von Doom) (Vision) (as Peter Parker)
- Hulk (Bruce Banner) (Vision) (as Peter Parker)
- Batroc the Leaper (Georges Batroc) (Vision) (as Peter Parker)
- Dragon Man (Vision) (as Peter Parker)
- Man-Wolf (John Jameson) (Vision) (as Peter Parker)
- The Lunch Lady (Vision) (as Peter Parker)
- Spider-Man's Web-Shooters
- Stan's Mop
- Tricarrier (Vision) (as Peter Parker)
- Stan's Skateboard
On a dark and stormy night Peter, MJ and Harry stay behind after school to catch up in chemistry due to Peter being absent from so many classes. The only other people left is Principal Coulson and Stan the Janitor. The storm knocks out the power. Stan comes to the chemistry lab to check on the students. Stan tells them of the strange noises he has been hearing at the school behind the walls at night. Principal Coulson arrives to tell the students to go home. But when they go into the hallway all they find in the dark is one of Coulson's shoes.
The noises are revealed to have been made by the Lizard who raided Midtown High to steal equipment from the school with Principal Phil Coulson in the process. Stan tells people to go for help which gives him time to put on his Spider-Man suit. Lizard attacks Spider-Man in the dark only for Stan the Janitor to end up fending off Lizard. While in the boiling room, Spider-Man is attacked by Lizard and fights him until Lizard captures Harry Osborn as well when he got in the way of a tech panel. Spider-Man then enters the tunnels beneath Midtown High Schools to follow Lizard into the abandoned subway tunnels until Lizard floods the tunnel and makes off with Mary Jane Watson.
Spider-Man and Stan the Janitor follow Lizard to the maintenance room where Lizard has assembled a machine with Harry Osborn and Phil Coulson tied up. The machine was created to stabilise his brainwaves, allowing him to think clearly. While Spider-Man fought Lizard, Stan the Janitor rescued Mary Jane from the flooding hole. Spider-Man tries to reason with Lizard until Mary Jane breaks free from him. While Stan the Janitor holds off Lizard, Spider-Man works on the machine which ends up driving the Lizard part of Dr. Connors out. Spider-Man fights Lizard until Stan the Janitor tells him to go on ahead while he holds off Lizard. Stan the Janitor takes out Lizard who manages to escape. The next day, Stan the Janitor assures Peter Parker that Spider-Man will one day catch Lizard and restore him to Dr. Connors. He also reveals that he knows he is Spider-Man as he was one of the first S.H.I.E.L.D. agents and responsible for thinking of the acronym Strategic Homeland Intervention Enforcement and Logistics Division.
- This episode was initially supposed to air on June 30, 2013, but was pulled for unknown reasons.
- When Stan speaks with Peter at the end of the episode he tells him that nobody can do it alone and thanks a S.H.I.E.L.D. agent called Steve, a reference to Steve Ditko, the co-creator of Spider-Man.
- The title of this episode is in reference to the 1986 movie Stand by Me, of which its title is derived from the Ben E. King song of the same name.