- S.H.I.E.L.D. Trainees
- Grizzly (Maxwell Markham) (First appearance)
Spider-Man battles the criminal known as Grizzly, a man in a mechanical bear costume. After a short battle Spider-Man throws him off a roof into a dumpster surrounded by police. When returns home he learns that Aunt May has gone away and the team is planning a party at the house. Peter informs the team the they are being watched by S.H.I.E.L.D. so Nova and Peter go to the basement to deactivate the system. While doing so the security system activates and turns the house into a death-trap. Nova and Spider-Man battle a robot in the basement, as the party guests led by Flash become frustrated outside. The team battle all the traps and systems destroying the robot on the way now, freeing Flash that informs that all the guests have left. Once outside the house collapsed with Aunt May on her way. At that moment four SHIELD helicopters bring a replicate house and drops it in place and after one or two minor touches everything is back to normal just in time for Aunt May's return.
- Spider-Man refers to Fury as "The one-eyed Big Brother," referencing the novel 1984.
- One of the several bear jokes Spider-Man makes to Grizzly is that he stole a picnic basket full of diamonds, referencing Yogi Bear. He later references Smokey the Bear when he asks him if there's a forest fire to put out.