- Steel Spider / Webby (Ollie Osnick) (First appearance)
- Aunt May Parker
- The Mayor of Boston
- Charles the Butler (First appearance)
- Unnamed Boston Newsman
- Boston Terroriers (First appearance)
- Daily Bugle Communications
- J. Jonah Jameson (Appears on a computer screen, TV, or hologram only)
- Julia Reilly
- Spider-Man's Web-Shooters
- Nova Helmet
- White Tiger Amulet
- Steel Spider Armor (First appearance)
- Plymouth Rocker Armor (First appearance)
- Salem's Witch Armor (First appearance)
- Slam Adams Armor (First appearance)
- Spider-Signal (First appearance)
- Spidey-Inline Skates (First appearance)
- Spidey-Pogo (First appearance)
- Spider-Copter (First appearance)
- Spider-Buggy (First full appearance)
- Spider-limo (First appearance)
- Spider-Plane (First appearance)
- Spider-Tank (First appearance)
- Spider-Hoverboard (First appearance)
When J. Jonah Jameson offers a $10,000.000 bounty for Spider-Man being unmasked, Aunt May leaving town to visit a relative, and the rest of the team going with Phil Coulson to a water park, Spider-Man is invited by the Mayor of Boston to become Boston’s superhero.
When he arrives he is welcomed by the mayor and given the key to the city. He is taken to his very own Spider-Cave and showed all the new gadgets and vehicles such as the Spidey-Copter and Spidey-Tank, even a Spidey-Pogo. He even receives a butler called Charles who brought him some snacks. To Spider-Man, much to his annoyance, also was given a sidekick Ollie Osnick, calling himself "Webby", a boy genius who designed all the equipment. Fearing his safety, he sends the boy home. He then uses the vehicles to take down various criminals.
Not long after that, Spider-Man encounters a group of armored supervillains called the Boston Terroriers consisting of Plymouth Rocker, Salem's Witch, and Slam Adams. After a brief fight, he is confronted by the Steel Spider, who created the team. The Steel Spider is revealed to be Ollie, who created his team after the rejection of Spider-Man. Spider-Man apologizes and Ollie realizes he only ever wanted to be a hero and together they take down the Boston Terroriers when they take advantage of J. Jonah Jameson's bounty. They beat the Boston Terroriers using each members' built-in weakness. Spider-Man then appoints Ollie as the new protector of Boston and returns home to New York.
Back in New York, J. Jonah Jameson announces that he is calling off the bounty for Spider-Man's unmasking where the decline in his news ratings has nothing to do with Spider-Man being in Boston for only Manhattan would tolerate Spider-Man.
- The Boston Terroriers' armors were originally seen in the background of the Spidey-Cave.
- The Spider-Cave, the spider-themed vehicles and gadgets, the butler and the young sidekick are obvious references to DC Comics' Batman.
- The Steel Spider first appeared in the comics in issue Peter Parker, The Spectacular Spider-Man # 72.