Spider-Man [Peter Parker]; Black Cat [Felicia Hardy]; Mary Jane Watson; Thomas Fireheart [Puma]; Jenna Taylor; Fantastic Four [Mister Fantastic; Human Torch [Johnny Storm]]; H.U.B.E.R.T.; Hobgoblin [Ned Leeds] (villain); Rose (villain); Aunt May Parker (cameo flashback); Robbie Robertson (cameo flashback); Jack O' Lantern [Jason Macendale Jr.] (cameo flashback)
Peter is floored by MJ's revelation that she knows he is Spider-Man. The Black Cat shows up at his pad and MJ takes off. His new costume takes him for a spin around the city in his sleep. Peter has a nightmare about his black costume. He decides to have Mr. Fantastic check it out. Reed Richards discovers that Spider-Man's black costume is an alien that is trying to bond with him symbiotically. He uses a sonic blaster to separate Spidey from his costume. Spidey swings home in an old FF uniform with a paper bag for a mask. MJ drops by to talk. Hobgoblin has a little proposition for the Rose.