Jim Owsley (original editor); Jim Shooter (editor in chief)
Spider-Man [Peter Parker]; Aunt May Parker; Uncle Ben Parker (flashback); Nathan Lubensky; Mary Jane Watson; Arthur Chekov; Flash Thompson; Sha Shan; Crusher Hogan (flashback); Liz Allan (flashback); Betty Leeds; Robbie Robertson; Ned Leeds; Hobgoblin [Roderick Kingsley] (villain); Rose (villain); Kingpin (villain); Arranger (villain); Green Goblin [Norman Osborn] (cameo flashback); Gwen Stacy (cameo flashback); Jean DeWolff (cameo flashback); Sin-Eater (cameo flashback)
The Hobgoblin prepares to bring down Spider-Man. Peter and Aunt May bring Nathan home from the hospital. Peter tells Mary Jane that he is through being Spider-Man and tells her his origin story. Flash smacks his girlfriend around and busts Ned Leeds in the chops when he confronts him about the affair Flash is having with his wife. Hobgoblin takes Sha Shan as a hostage. Mary Jane convinces Peter that he can't quit with the Hobgoblin on the loose so Spidey faces his old foe. Spidey is able to rescue Sha Shan but is brought down by Hobby's new chest plate with a deadly random pattern blaster.