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Welcome to the Avengers, Spider-Man.
- Spider-Man/Loki (Peter Parker/"Loki Laufeyson") (Joins the Avengers) (Mind transferred to and from Loki Laufeyson's body)
- The Avengers
- Fin Fang Foom
- Batroc the Leaper (Georges Batroc)
- Loki/Spider-Man (Loki Laufeyson / "Peter Parker") (Impersonates a S.H.I.E.L.D. agent and Loki (Peter Parker)) (Mind transferred to and from Peter Parker's body)
- Doctor Octopus (Otto Octavius)
- Venom Symbiote
- Rock Trolls/Venom Rock Trolls
- Venom Frost Giants
- Frost Dragons/Venom Frost Dragons
- Daily Bugle
- J. Jonah Jameson (Appears on a computer screen, TV, or hologram only)
- Director Nick Fury (Mentioned)
- Life-Model Decoy
- Red Skull LMD (Destruction)
- Doctor Doom LMD (Destruction)
- M.O.D.O.K. LMD (Destruction)
- Destroyer (Mentioned)
- Spider-Man's Web-Shooters
- Doctor Octopus' Tentacles
- Nova Helmet
- White Tiger Amulet
- Captain America's Shield
- Iron Man Armor MK L
- Black Widow's Gauntlets
- Hawkeye's Bow
- Trick Arrows
- Falcon Armor
- Avengers Identicard
- Loki's Sceptre
- Doctor Octopus' Asgardian Armor (First appearance)
- The third season of Ultimate Spider-Man was aired on Disney XD UK before its August release date in the US.
- Captain America, Hawkeye, Hulk, and Iron Man are sporting their light redesigns from Avengers Assemble animated series.
- When Loki takes control of Spider-Man and possesses his mind, Doc Ock mentions that he must make note of it, referencing his doing so in the comics in the Dying Wish storyline of Amazing Spider-Man and the subsequent Superior Spider-Man series.
- When Spider-Man and the Avengers battle various villains, each individual fight is depicted as if it were a fighting video game. Spidey, Captain America, and the Hulk are given their stances from the video game Marvel vs. Capcom 2: New Age of Heroes.