Spider-Man [Peter Parker] (origin recap); Aunt May; Anna May Watson; Harry Osborn; Professor Warren; Gwen Stacy; J. Jonah Jameson; Betty Brant; Mary Jane Watson; Frederick Foswell; Kingpin; The Mob; Johnny Carson (cameo); Ed McMahon (cameo); Uncle Ben Parker (cameo flashback); The Burglar (cameo flashback)
Fearing for his aunt's health and tired of being hounded by Jameson, Peter gives up being Spider-Man and concentrates on being a simple college student. A kid finds the discarded Spider-Man suit in the trash can and brings it to the Daily Bugle where Jonah proudly puts it on display. Peter’s personal life starts looking up but crime increases as the Kingpin gathers the mob under his leadership. Feeling guilty about the crime wave, Peter remembers the lessons taught to him by his uncle's death and decides to become Spider-Man once again.