- Spider-Man (Peter Parker) (Noir) (First appearance)
- Spider-Ham (Peter Porker) (First appearance) (Main story and flashback) (Origin revealed) (Return as Spider-Ham) (Rejoins the Avengers)
- Mary Jane Watson (Noir) (First appearance)
- Daily Bugle (First appearance)
- J. Jonah Jameson (Noir) (First appearance) (Voice and picture only)
- Aunt May (Mentioned)
- Iron Man (Tony Stark) (Mentioned)
- Nova (Sam Alexander) (Mentioned)
- Vampire (Mentioned)
- Aunt May (Noir) (Mentioned)
- Loki (Mentioned)
- Daily Beagle (First appearance)
- J. Jeremiah Jackal (First appearance) (Only in flashback)
- Aunt May Porker (First appearance) (Only in flashback)
- Avengers (First appearance) (Only in flashback) (Spider-Ham)
- Earth-TRN455 (First appearance) (Spider-Man Noir)
- Earth-TRN456 (First appearance) (Main story and flashback) (Spider-Ham)
- Earth-12041 (Mentioned) (Ultimate Spider-Man)
- Latveria (Mentioned)
- Goblin Glider
- Daily Bugle Blimp
Spider-Man continues following Green Goblin across the Multiverse to stop him from collecting Spider-Men DNA. He helps Spider-Man Noir to renew his friendship with Mary Jane and helps Peter Porker regain his will to become Spider-Ham.
- Spider-Man Noir is voiced by Milo Ventimiglia
- Spider-Ham is voiced by Ben Diskin who voiced Venom (Eddie Brock) is the Spectacular Spider-Man. He also voiced Skaar in Hulk and the Agents of S.M.A.S.H..
- All segment in Spider-Man Noir's dimension is animated in black-and-white colors, with Jazz soundtracks to create a Noir cinematic atmosphere.
- Funny enough, Earth-12041 Spider-Man and The Goblin are the only "colorful" (albeit shade) beings in the dimension.
- Also, the Spider-Man Noir is a very dramatic and serious character.
- All segment in Spider-Ham's dimension is animated in the style of classic Looney Tunes cartoons. This dimension features Looney Tunes' "silly" physics, funny sound effects, and common jokes.
- Spider-Man makes a reference to a scene of the Earth-199999 Iron Man 3 film when he saves the hostages falling out of the blimp while saying "I saw Iron Man do this once."
- The flashback scene where Peter Porker gives up and throws his Spider-Ham costume in the garbage is a reference to similar scene happening during Spider-Man No More! storyline arc.
- After take some hair from Spider-Ham, The Goblin says "That'll do, Pig. That'll do." It is a reference to farmer Arthur's ending words from the movie Babe.