- Spider-Man (Peter Parker) (Main story and flashback)
- Iron Patriot (Norman Osborn) (First appearance as Iron Patriot)
- Harry Osborn
- Frightful Four
- Doctor Octopus (Otto Octavius) (Appears on a computer screen, TV, or hologram only)
- Spider-Soldiers (First full appearance)
- Captain America (Steve Rogers) (Vision) (In Peter Parker's Imagination)
- Iron Man (Tony Stark) (Vision) (In Peter Parker's Imagination)
- Daily Bugle
- J. Jonah Jameson (Appears on a computer screen, TV, or hologram only)
- May Parker (Only in flashback)
- Fin Fang Foom (Game Piece)
- Venom (Mentioned)
- Spider-Man's Web-Shooters
- Nova Helmet (Only in flashback)
- Iron Patriot Armor (First appearance)
- Sonic Disruptor
- Doctor Octopus' Tentacles
- Pumpkin Bomb (Mentioned)
While on a Nick Fury-enforced stakeout to make sure that Osborn, who has fully recovered, doesn't regress back to the Goblin, Peter as Spider-Man finds his arch-enemy in an Iron Man armor, now known as Iron Patriot. Suspicious, Spider-Man follows Iron Patriot to a rooftop where he begins fighting the Frightful Four. After the Frightful Four are defeated via a team-up between the hero and the other guy, Spider-Man states that Iron Patriot still isn't considered an actual hero, and also states that S.H.I.E.L.D. still isn't convinced that he hasn't turned over a new leaf. During the altercation which grows violent, the TV screen that J. Jonah Jameson is broadcasting on falls and is caught by Iron Patriot while Spider-Man saves the people. This starts to convince Peter, but Nick Fury gives orders to Spider-Man to bring in Iron Patriot. When Spider-Man confronts Iron Patriot, they are attacked by Doctor Octopus's new Spider-Soldier Army. During the fight, it turned out that Doctor Octopus had finished Osborn's plans of a Spider-Soldier army. Iron Patriot has Spider-Man get Harry, who discovers Norman's identity, out of his lab. Iron Patriot catches the falling elevator that Spider-Man and Harry are on, and the Spider-Soldiers are chased away. Osborn's new ego causes Harry to make amends with both his father and Spider-Man, though Nick Fury states that Osborn will still be watched, something Osborn accepts. Later, Peter and Fury play a board game seen earlier, and when Peter wins, Fury destroys all the pieces with a grenade.
- Captain America and Iron Man only appear in Spider-Man's imagination.
- Fin Fang Foom only appears as a game piece in the board game being played at the beginning of the episode.
- The version of the Iron Patriot armor Norman Osborn wears in this episode more closely resembles the version James Rhodes wore in the film Iron Man 3 rather than the one worn by his mainstream comics counterpart.