Spider-Man [Peter Parker]; Lance Bannon; Ben Urich; J. Jonah Jameson; Robbie Robertson; Kathryn Cushing; Betty Leeds; Ned Leeds; Aunt May Parker; Mary Jane Watson; Flash Thompson; Hobgoblin [Ned Leeds] (villain); Blue Boys Gang (villain); Arranger (villain); Silvermane (villain); Jack O' Lantern [Jason Macendale Jr.] (villain); Rose (villain); Hammerhead (villain); Daniel Kingsley (villain); Kingpin (cameo flashback); Daredevil (cameo flashback); Punisher [Frank Castle] (cameo)
Spider-Man is still looking for Flash when he encounters the Blue Boy Gang and the Hobgoblin. Spider-Man is still determined to quit the hero business. Kingpin has gone into hiding and all of the other power players in the mob try to fill the void. The Arranger, the Kingpin's second in command, is still firmly in control as he has Jack O' Lantern take care of Silvermane, sends the police to arrest the Rose's men and blows up Hammerhead. Flash comes out of hiding to contact Betty. Hobgoblin thinks he has Spider-Man cornered on a rooftop but instead finds himself face to face with the Punisher.