Spider-Man [Peter Parker]; Aunt May Parker; Anna Watson; Flash Thompson; Gwen Stacy; Harry Osborn; Ned Leeds; J. Jonah Jameson; Green Goblin [Norman Osborn] (identity revealed, villain); Professor Stromm (cameo flashback)
Peter heads to the doctor with the sniffles and learns that Aunt May's health is very fragile. Spidey is roped into tangling with a bunch of goons who zap him with a mysterious gas. Not realizing that the gas has weakened his spider sense, he changes into Peter Parker under the watchful gaze of the Green Goblin. The Goblin confronts Spidey outside of his home and captures him as Peter is worried that Aunt May might be overcome by the commotion. Trussed up in the Goblin's lair, Peter is shocked when the Goblin takes off his mask and reveals himself to be Norman Osborn.
Spider-Man [Peter Parker]; Green Goblin [Norman Osborn]; Harry Osborn; Professor Stromm (flashback); Aunt May Parker; Anna May Watson; J. Jonah Jameson; Betty Brant; Ned Leeds (flashback, cameo); The Enforcers [Ox; Montana; Fancy Dan] (flashback, cameo); Human Torch (flashback, cameo); Lucky Lobo (flashback; cameo); Crime Master (flashback, cameo); Dr. Bromwell (cameo)
Spider-Man battles the Green Goblin. While battling, an explosion erases the last several years of Norman Osborn's memory, reverting him to his pre-Green Goblin state.
Baron Mordo; The Ancient One; Dormammu; Clea (unnamed); Dr. Strange; rulers of neighboring dimensions; Hamir The Hermit; Mordo's Demon
Dormammu consigns Mordo to the Dimension of Demons. Strange declares he is able to continue the fight and manages to best him in combat! Dormammu swears not to attack Earth. Back in The Ancient One's home, Hamir prepares a banquet for Strange & his master. Dormammu banishes Clea to a place where Strange can never find her. The Ancient One assures Strange that there are many who may now be able to help in his search for the girl. The Mystic Globe shows traces of leftover evil spreading. Mordo's Demon & 2 disciples leave a trap for Strange: a bomb! Strange returns unaware of the danger.