||Spider-Girl [also appears as May Parker]; Carnage; Contessa Valentina Allegra deFontaine; Captain Margarita Ruiz; Arthur Weadon; Maria Hill; Peter Parker; Kaine; Darkdevil; Mr. Abnormal; Earthshaker; Killerwatt; Courtney Duran; Davida Kirby; President George Washington Bridge; Mary Jane Watson-Parker; Benjamin Richard Parker; Mr. Slattery; Moose Mansfield (flashback); Donna Mansfield (flashback)
||S.H.I.E.L.D. and Kaine's group are both searching for Carnage. Later, Mary Jane is offered a job as a guidance counselor at Midtown High, but when she and May return home they find that Peter and Benjy have been kidnapped by Carnage.
||Tom DeFalco; Ron Frenz (Co-Plot)