Spider-Man [Peter Parker]; Dr. Doom [Victor Von Doom]; J. Jonah Jameson; Betty Brant (first name revealed); Flash Thompson (last name revealed); Liz Allen (last name revealed as Allan); May Parker; Fantastic Four [Mr. Fantastic [Reed Richards]; The Thing [Ben Grimm]; Invisible Girl [Sue Storm]; Human Torch [Johnny Storm]]
Dr. Doom tries to trick Spider-Man into helping him defeat the Fantastic Four. When Spider-Man turns him down, he decides to capture Spider-Man. Flash Thompson dresses up as Spider-Man for a prank and Dr. Doom mistakes him for the real Spider-Man and captures him instead, and Flash has to be saved by the real Spider-Man.
Sub-Mariner [Namor]; GUESTS: Henry Pym [Giant Man]; Janet Van Dyne [Wasp]; Lady Dorma; Vashti the Elder
When earthquakes rock Atlantis, Namor heads to the surface to find out what is causing the mayhem. What he finds is a giant drill being utilized by Hank Pym as he searches for clues to the origins of life on Earth.