- Aunt May
- Sandman (Flint Marko)
- New Warriors
- Sinister Six / Sinister Seven
- Doctor Octopus (Otto Octavius)
- Hydro-Man (Morris Bench)
- Scarlet Spider (Ben Reilly) (Leaves team)
- Ultimate Goblin (Norman Osborn) (Appears on a computer screen, TV, or hologram only)
- Rhino (Alex O'Hirn) (Appears on a computer screen, TV, or hologram only)
- Kraven the Hunter (Sergei Kravinoff) (Appears on a computer screen, TV, or hologram only)
- Electro (Max Dillon) (Appears on a computer screen, TV, or hologram only)
- Arnim Zola (Death)
- Uncle Ben (Mentioned)
Now that Doctor Octopus knows Peter Parker's identity and revealed how he had taken in Scarlet Spider following the defeat of Kraven the Hunter, Ultimate Green Goblin, Rhino, and Electro, he prepares for his next plan of action which involved getting the key to Dr. Curt Connors' latest invention. As Spider-Man works to keep Aunt May safe, he also enlists Sandman to deal with Hydro-Man.
- The moment when Peter uses the full might of his strength to break free from Doc Ock's tentacle grip, is reminiscent to the Ends of the Earth storyline.