- S.H.I.E.L.D. Trainees
- Doctor Octopus (Otto Octavius)
- The Lizard (Curtis Connors) (Main story and flashback) (First appearance as The Lizard)
- Beetle (Abner Jenkins) (Cameo)
- Green Goblin (Norman Osborn) (Mentioned)
- Venom (Harry Osborn) (Mentioned)
- Aunt May
- Spider-Man (Earth-8107) (Vision)
- Lizard (Earth-8107) (Vision)
- Hulk (Earth-8107) (Photo) (Vision)
- Fire Monster (Earth-8107) (Vision)
- Green Goblin (Earth-8107) (Vision)
- Doctor Doom (Earth-8107) (Vision)
- Doctor Octopus (Earth-8107) (Vision)
- Earth-8107 (Vision)
- Spider-Man's Web-Shooters
- Doctor Octopus' Tentacles
- Doctor Doom's Armor (Vision)
- Nova Helmet
- White Tiger Amulet
- Beetle Armor
The team lead by Spider-Man battle Doctor Octopus in his warehouse base. During the fight the are rescued by Nick Fury and a group of SHIELD agents who blast Doc Ock unconscious and retrieve the suitcase. Peter must rush home just in time for Aunt Many to get home. The team now live at the Parker house, leaving no space for Peter. He went to Doctor Connors' lab for some space, where he has been upgrading his web-shooters. Doc Connors had lost his arm in a previous fight with the Goblin. Doc Connors reveals that the suitcase contained genetic samples allowing for the creation of animal human hybrids. They are attacked by Octobots, but during the fight Doc Connors injects himself with the Lizard DNA allowing him to grow a large reptilian like arm. They defeat the robots, but the DNA continues to mutate transforming into the Lizard. The Lizard tracks down Doc Ock and tries to kill him, but Spider-Man intervenes, but he is slowly becoming more beast like. The Lizard and Spider-Man fight across the city, all the way to Doc Ock's old lab. Spider-Man uses the equipment to work on a cure as the team arrive to battle the Lizard. Spider-Man injects him with the cure and Doc Connors returns to normal again minus his arm. The team then had to rush home for dinner which had been prepared by Sam.
- A sequence drawn in the same manner as Spider-Man and His Amazing Friends when Curt Connors joined Spider-Man in a fight, was featured, but instead of amazing friends, it was replaced with Man-Lizard.
- The sequence chase across the is in the style of a classic Spider-Man Video game.
- The animal patterns on the samples are a Lizard, a Rhino, a Vulture, and a Scorpion. Each represents a villain Spider-Man has faced in the comics.
- The Lizard first appeared in the comics in issue Amazing Spider-Man Vol 1 6.