The Spectacular Spider-Man Season 3 (Dino-drones's Version)



This is my version of the third season of The Spectacular Spider-Man. Spidey will face old enemies and some new ones including the Hobgoblin, Carnage, Man-Wolf, Scorpion, Hydro-Man, the Kingpin, and the nefarious Jackal. He will also learn that he lives in a larger world of superheroes meeting the likes of the Daredevil and the Fantastic Four and the Avengers and the Silver Surfer. Rather then being 13 episodes like the previous seasons the third season has gotten an extension to 50 episodes. Spider-Man and Venom will finally put aside their feud and work together throughout the season, along with Peter slowly managing to rekindle his friendship with Harry Osborn, despite the latter's attempts to destroy his alter ego as the New Goblin. Eventually leading to a big showdown with the oldest and darkest muto-warlord ever.... Apocalypse.

Main Characters

 * Peter Parker/Spider-Man (Voiced by - Josh Keaton): Orphaned at a young age, Peter Parker was raised by his Aunt May and Uncle Ben as if he were their own son. Exceptionally bright but taunted by his peers, Peter's life was forever changed during a field trip to a since lab at Empire State University at the end of his sophomore year. While observing a lecture by Dr. Curt Connors, Peter was bitten on the hand by a genetically altered spider which had escaped from its container. The genetic code in the spider's venom rewrote Peter's DNA, giving him spider-related powers such as enhanced strength, enhanced agility, speed, reflexes, endurance, stamina, spider-sense and the ability to stick to almost any dry surface. Seeing potential in his powers, Peter crafted a pair of wrist-mounted web-shooters and a spider-themed costume before attending a wrestling match, under the name of Spider-Man, for a prize of $1,000. Despite quickly defeating the champion Crusher Hogan, Peter was denied his prize by the manager Sullivan Edwards unless he agreed to sign a contract. While leaving the match in anger and frustration, Peter chose not to intervene when he encountered a burglar (later identified as Walter Hardy) making off with money stolen from Edwards' vault, both out of spite for Edwards and indifferently believing it was not his responsibility. Upon reaching home, Peter was horrified to discover from his heartbroken aunt that a criminal had murdered Uncle Ben in cold blood for his car. Desperate for retribution against his uncle's killer, Peter donned his costume and web-shooters and cornered the criminal in a warehouse, but was stupefied to discover the culprit was the same man he had allowed to escape earlier that same day. While Peter was tempted to kill the burglar out of revenge, he knew uncle Ben wouldn't approve, so he left the criminal for the police to deal with. Filled with remorse for what his irresponsible choice cost him, Peter turned his Spider-Man persona into a superhero, finally taking to heart the message Uncle Ben tried to tell him the last time they spoke: "With great power, there must also come great responsibility."
 * Eddie Brock/Venom (Voiced by - Benjamin Disken): A close friend of Peter Parker, Eddie Brock shared a lifelong bond with Peter since both of their parents had died in the same plane crash. But while Peter had his aunt and uncle to act as his legal guardians, Eddie had no one to take him in. Because of this he had developed an envious subconscious hatred towards Peter for being able to live an easier life. However, he repressed this attitude over the years by acting as a friend and mentor to Peter, often calling him "Bro". Over the course of the series, Eddie's friendship with Peter begins to deteriorate due to a series of misunderstandings, often involving photographs Peter had taken while secretly disguised as Spider-Man. This ultimately damages their friendship. After Spider-Man fused with an alien symbiote which Doctor Connors was studying at ESU, Eddie had to be let go from his job as lab assistant (his only source of income for tuition) since the loss of the alien meant a loss of funding for the lab. After Spider-Man managed to separate himself from the symbiote, he attempted to destroy it in front of Eddie, thus incurring an animosity towards both Spider-Man and Peter, which attracts the alien. The symbiote then subsequently bonds with Eddie, revealing to him Spider-Man's identity, making him the first and only person in the series to learn his secret identity. The union between Brock and the symbiote resulted in the creation of a monstrous, bulky-framed creature resembling Spider-Man, but with black skin, a large white spider symbol adorned on his chest, and a frightening fang-filled mouth. And thus, the monstrosity of Venom was born. A brutal adversary possessing all of Spider-Man's powers but none of his morals, Venom is also able to nullify Spider-Man's spider sense, allowing him the element of surprise against his nemesis. In season 3, Eddie reunites with the symbiote and escapes Ravencroft to continue his quest for Spider-Man, but is forced to put aside his grudge with the wallcrawler in order to defeat his monstrous "son" Carnage, as well as developing feelings for Dr. Ashley Kafka. Over time, he begins to remember the good times he had growing up with Peter and after defeating Carnage, he and the symbiote makes peace with Peter and goes out to begin his relationship with Dr. Kafka.
 * Harry Osborn/New Goblin (Voiced by - James Arnold Taylor): Following the apparent demise of his father, Harry Osborn has developed a lust for revenge against Spider-Man, though he is slowly working to rebuild his friendship with Peter Parkter. In season 3, he adopts the identity of the New Goblin after Wilson Fisk encourages him not to be the same man his father was and try to make his own mark on the world, which he believes is destroying Spider-Man. Aside from his chemically-enhanced physical attributes, Harry is armed with a wide variety of gadgets and weaponry to help him in his revenge against Spider-Man, most notably his "skystick", which is a more streamlined, snowboard-like version of the goblin glider that allows for aerodynamic maneuvers and can be controlled remotely.
 * Gwen Stacy/Spider-Woman (Voiced by - Lacey Chabert): Learns Spider-Man's secret. Got bitten by a radioactive spider and got same poweres as Spider-Man. She became Spider-Woman and first helped Spidey during a fight with Hobgoblin.
 * Mary Jane Watson (Voiced by - Vanessa Marshall):.
 * Crystal (voiced by Lara Jill Miller): An Inhuman who joined the team as ambassador for her people. Feisty, caring, wise, joly, loyal and stubborn,. The Human Torch's love-interest. Befriended Spider-Man ANd Spider-Woman who wre the first humans she'd seen treat others nicely.. as she saw when they saved a few mutants from a fire despite objection from Colonel Stryker. Beleives her people and humans can be allies. Able to control all four elements. A capable martial artist. One of the few who find Spider-Man's joeks amusing. Cracks jokes too.
 * J. Jonah Jameson (Voiced by - Darran Norris):
 * Captain George Stacy (Voiced by - Clancy Brown):
 * Ben Reilly/Scarlet Spider (Voiced by - Josh Keaton):
 * Ben Reilly/Scarlet Spider (Voiced by - Josh Keaton):

Supporting Characters

 * Flash Thompson (Voiced by - Joshua LeBar): The quarterback for Midtown High's football team who frequently bullies and harasses Peter Parker while ironically idolizing Spider-Man
 * Liz Allen (Voiced by - Alanna Ubach): A popular Hispanic cheerleader at Midtown High and Flash and Peter's ex-girlfriend. Despite their breakup in season 2, she still has feelings for Peter.
 * Glory Grant (Voiced by - Cree Summer):.
 * Kenny "King" Kong (Voiced by - Andrew Kishino):.
 * Randy "Rand" Robertson (Voiced by - Phil LaMarr): a player on the Midtown High School football team and a friend of Flash Thompson, but is shown in the show to be much nicer and more neutral than his teammates. He is dating Sally Avril and is Robbie Robertson's son.
 * Sally Avril (Voiced by - Grey DeLisle): Rand Robertson's snobby cheerleader girlfriend and one-time crush of Peter Parker.
 * Sha Shan Nguyen (Voiced by - Kelly Hu): A student at M3 High and the love interest of Flash Thompson. Like Flash, she too idolizes Spider-Man.
 * Ned Leeds (Voiced by - Andrew Kishino): A reporter for the Daily Bugle and one of Peter Parker's coworkers.
 * Betty Brant (Voiced by - Grey DeLisle): Betty is J. Jonah Jameson's personal secretary. She is shown in the show to be calm and collected, even during Jameson's constant outrages. She discovers Peter and Gwen are the Spider-Duo and keeps it secret, knowing JJ's outburst and fearing for their safety, especially after the Scorpion incident caused by JJ's vendetta.
 * Felica Hardy/Black Cat (Voiced by - Tricia Helfer):
 * May Parker (Voiced by - Deborah Strang): Peter Parker's aunt and Ben Parker's widow. She constantly worries about Peter's well-being (going so far as to establish a strict curfew) and works hard to pay the ever-growing stack of bills that keep coming, though she is equally adamant about Peter not giving his hard-earned money to her without thinking of his own needs as well. In season 3, she admits she knew Peter was Spider-Man the whole time, and is proud of him for doing what is right.
 * Emily Osborn (Voiced by - Marina Sirtis): Harry Osborn's mother and Norman's widow. She loves her son deeply and encourages him to make peace with his friends.
 * Joseph "Robbie" Robertson (Voiced by - Kevin Michael Richardson): Robbie is the Editor-in-chief of the Daily Bugle and father to Randy Robertson. He is shown to be one of the few people who considers Spider-Man as a True Hero. Reveals a tragic past of how he'd known Tombstone... a former pal before a fallout over their different moral-views which led to Tombstone getting his pale appearance due to mutancy by Oscorp chemicals.
 * Hobie Brown/Prowler (Voiced by - Charles Duckworth): Hobie Brown is a classmate of Peter Parker and a friend of Flash Thompson who secretly comes from a very poor family. Wanting to provide for his relatives and tired of his parents' constant sacrifices so that he could have a better life (along with the fact that he was interrupted so frequently he couldn't tell his friends about his problems), Hobie decided to use his hidden talent for inventing to create a costumed persona for himself to earn money by more unorthodox methods. After crafting a special suit equipped with claw-tipped gloves (for means of climbing, glass cutting and close-quarters combat), gauntlets capable of projecting concussive blasts, sleeping gas pellets, and concussive gas canisters, and webbed wings similar to hat of a flying squirrel that would allow him to glide from place to place, Hobie took to the streets of New York as the enigmatic Prowler, planning to use his costumed identity to steal items at night and then return them the next day in his civilian identity for the reward money. Unfortunately his plans were thrown off course not only by Spider-Man, but by the irate Kingpin who was annoyed by the Prowler's unintentional meddling in his criminal operations. After battling the Kingpin's forces and discovering the Prowler was none other than his classmate, Spider-Man convinced Hobie to use his skills for good, which Prowler promised to do. Aside from his suit and weapons, Prowler is also an expert in tae-kwon-do.
 * Alicia Masters (voiced by Cree Summers): A blind but capable lady who is the thing's love-interest. A musician and artist. Able to look onto sousl and read emotions and thoughts. Helped Silver Surfer remember his poast and foudn out who the Spider-Duo were. A talented martial artist who even beat Bullseye and Fancy Dan.
 * Emperor Klogo (voiced by Gary Chalk): The Skrull-Emperor. He Declared peace with the Earth after Spider-Man, the Avengers, the Fantasti Four, and the Surfer foiled Marshal  's plan to overthrow him.
 * Princess Shilandra (voiced by Olivia d'Bo): Klogo's feisty, altruistic and clever daughter. She was used by Marshal Moraht as  puppet during his plan to overthrow her dad. But she saw the marshal's true self and helped to stop him. SHe cares for Easrthlings and helps them otu. A talented martial artist and marksman.
 * Sgt. Stan Carter (Voiced by - Thomas F. Wilson): Stan is a New York City police officer partnered with Jean DeWolff. He has a short temper and has shown an appreciation of Spider-Man's vigilantism
 * Officer Jean DeWolff (Voiced by - Irene Bedard): A police officer for the New York City Police Department partnered with Stan Carter. Unlike Captain Stacy and Stan, she does not consider Spider-Man as much help as most of the criminals he captures wind up being released.
 * Fredwick Fosswell/Patch (Voiced by - James Arnold Taylor): A reporter at the Daily Bugle who works for J. Jonah Jameson
 * Debra Whitman (Voiced by - Massa Moyo): Miles Warren's cynical but moral assistant. Reveals some martial arts talents. Eventually learns Spider-Man and Spider-Woman are Peter and Gwen. She keeps it secret, and views them as hope of stopping Miles.
 * Jane Foster (voiced by Janet Varney): A scientist who is Thor's love-interest... the first human to befriedn and believe him. Open-minededn, benevolent, wise, loyal, jolly, and just. Specialises on medics, physics, biology, and mythology. Zero super-powers... but able to fight with martial arts.. even able to clobber up Loki.
 * Richard Fisk (Voiced by - Mark Rolston): Richard Fisk is the son of the Kingpin and Venessa. He's a student who to Midtown High as Peter, Mary, Harry and Gwen's classmate. Although, many student know who he is, Richard has trouble of fitting in as he never spends time with his father. Instead of being in the family business, he wants to be on the Midtown football team..
 * Mark Allan/Molten Man (Voiced by Eric Lopez): Liz Allan's troubled brother and an avid gambler. He first appeared in "First Steps" where it was mentioned that he just got out of juvenile hall. He is a love interest of Mary Jane Watson. Due to his gambling addiction he turns back to his life of crime and becomes the Molten Man to cover his gambling losses. He soon learns to control his powers for good at Ravencroft with help from Kafka and also redems himself with help from Surfer's spiritual advice.
 * Dr. Ashley Kafka (Voiced by - Elisa Gabrielli): Dr. Kafka is a psychiatrist at Ravencroft. In the third season, she develops and relationship with Eddie/Venom as he calls her Ashley. Reveals some martial arts talents.

Enemies
Terrak weilds the Power Cosmic which gives him enhanced strenght, durabilty, speed, and stamina. He can make inter-dimensional portals. He can control all soil and rock, form rock monsters, lift up boulders, and lift up islands. He wields a halberd whichhe uses to slash or to fire energy-blades.
 * Green Goblin (Voiced by - Steven Blum):
 * Norman Osborn (Voiced by - Alan Rachins): Though it seemed that Norman Osborn had perished in his final battle against Spider-Man as the Green Goblin, the formula that gave Norman his powers allowed him a healing factor that helped him survive the pumpkin bomb explosion. Fleeing to Europe to make plans, Norman starts an alliance with Dr. Doom to help each other reach their nefarious goals. Their first act on the show was orchestrating the breakout of all of Spider-Man's enemies. Eventually gets scarred by Galatcus as punishment for trying to use his technology to steal his power.
 * Silvio Manfredi/Silvermane (Voiced by - Miguel Ferrer):
 * Sable Manfredi/Silver Sable (Voiced by - Nikki Cox):.
 * Frank Oliver/Kangaroo (Voiced by - Jim Cummings): Growing up in the Australian outback, Frank Oliver held a deep fascination with kangaroos and sought to emulate his marsupial role models. Through diet, practice and determination, Oliver learned how to leap and fight like his country's beloved pouched animals and decided to utilize his new talents in the fighting ring as a professional boxer. Though Oliver's unique fighting style earned him a good name in the fighting circuit, he was forced to flee his homeland as a fugitive when he faced criminal charges for badly injuring one of his opponents with a jump-kick during a match.
 * Hobgoblin (Voiced by - Matt Frewer): Though he is of a different name and color than his predecessor the Green Goblin, the Hobgoblin is far from weak. Boasting the same immense strength and arsenal (e.g. goblin glider, pumpkin bombs, razor bats, and energy-projecting gloves), the Hobgoblin is also just as barbaric as his emerald-skinned counterpart yet lacks his predcessor's brains.
 * Roderick Kingsley (Voiced by - Courtney B. Vance): The greedy and unethical owner of a successful cosmetics manufacturing firm, Roderick Kingsley was forced out of business when his dark business practices were exposed to the public by his competitor Narda Ravanna. Wanting vengeance on not only Ravanna, but also his other competitors Kingsley took the identity of Hobgoblin after one of his underlings discovered the Green Goblin's secret cache of weaponry.
 * Miles Warren/Jackal (Voiced by - Brian George): The scheming and underhanded younger brother of Peter's science teacher Aaron Warren. After gaining control over the ESU labs after Curt Connors' departure from New York to Florida with his family, Warren begins using the lab and its resources for his own dark purpose of creating clones of his mentees Peter Parker and Gwen Stacy, who were growing increasingly suspicious of their new mentor, especially after finding proof of his connection to Molten Man and Kraven's powers. During his cloning research, Warren deduced that Peter was Spider-Man after discovering some genetic abnormalities in his DNA, and decided to make his own Spider-clone to sell on the black market. When Warren's assistant Debra Whitman discovered what he was doing behind the university's back she attempted to warn Spider-Man, only for Warren, in a panicked fury, to knock her unconscious by throwing a beaker at the back of her head. Horrified but unable to accept responsibility for his actions and wishing to continue his unethical practices, the increasingly paranoid Warren developed an alternate personality to blame for what had happened named "the Jackal", which was inspired by an insult from Whitman when she called him a "disgusting jackal" before she was knocked out cold. After creating a jackal-themed helmet that altered his voice and a pair of poison-tipped clawed gauntlets for himself, the ever-secretive Warren made himself known to the criminal underworld of New York as a back-alley scientist who would provide genetic enhancements to criminals seeking extra strength, the first of which were rookie criminals Max Markham and Marty Blank who became his henchmen after he transformed them into the supervillains Grizzly and Gibbon.
 * Maxwell "Max" Markham/Grizzly (Voiced by - Fred Tatasciore): A former circus strongman, Max Markham became disillusioned with show business and left the big top to begin a criminal career
 * Martin "Marty" Blank/Gibbon (Voiced by - Rob Paulsen):
 * John Jameson/Man-Wolf (voiced by Daran Norris): The beloved son of J. Jonah Jameson and a dedicated astronaut.
 * Cletus Kassidy/Carnage (Voiced by - Mark Hamill): A deadly psychopath and homicidal maniac who was imprisoned for the slaughtering of numerous innocents, serial killer Cletus Kassidy shared a cell at Ravencroft Institute for the Criminally Insane with Eddie Brock, who had been separated from the symbiote that made him Venom. Not believing for a second that Brock was who he claimed to be, Cletus shared his murderous philosophy on life with his new cellmate: even the average person can commit murder, if only he has the courage. When the symbiote came to free Eddie during a destructive jailbreak it had caused, Cletus was astonished at his his cellmate's transformation, but was dismayed when Brock revealed his plans of using the symbiote's power simply to kill Spider-Man. Cletus attempted to convince Brock that he was underutilizing the alien suit's potential for the sole purpose of killing one individual, but Venom dismissed his advice and escaped Ravencroft, leaving a frustrated and envious Kassidy in their ruined cell. Unbeknownst to Eddie, the Venom symbiote was pregnant during the time of the jailbreak and left behind its offspring as Venom made his leave. Far more violent than its parent, the alien spawn was immedietely drawn to the equally bloodthirsty Cletus Kassidy and merged with him. In that moment, Carnage was born. Psychotic, nihilistic, and devoid of anything remotely symbolizing humanity, Carnage posesss all the powers of Venom and Spider-Man, but at a dangerously higher degree, as well as the power to reshape his limbs into bladed weaponry such as spikes, blades, or whip. In addition, the bond between Kassidy and Carnage is far more profound than that between Brock and Venom; the fact that they refer to themselves as "I" rather than "we" shows that they consider themselves a single being instead of two working together like Brock and Venom.
 * L. Thompson Lincoln/Tombstone/Big Man (Voiced by - Kevin Michael Richardson):
 * Dmitri Anatoly Nikolayevich Smerdyakov Kravinoff/Chameleon (Voiced by - Steve Blum): A devious master of disguise. In this season, he is hired by Tombstone to pose as him under house arrest while he rebuilds his criminal empire.
 * Hammerhead (Voiced by - John DiMaggio): Originally Tombstone's second in command, Hammerhead organized much of the mysterious Big Man's criminal empire, providing its face (and more frequently, muscle) in its various dealings. It was through Hammerhead that the Big Man made a deal with Norman Osborn to continue making super-rogues so Spider-Man would be too distracted to stop the Big Man's operations. He also once worked for Silvermane, and had a relationship with his daughter, Sable. In season 3, Tombstone rehires Hammerhead when he promises not to betray him again as a second chance.
 * Nicholas "Nick" Powell/Chance(Voiced by - Alan Tudyk):
 * Flint Marko/Sandman (voiced by John DiMaggio): Flint Marko was once a small-time thug working under the orders of the Big Man with his partner Alex O'Hirn, both of whom suffered numerous beatings at the hands of Spider-Man. Despite his repeated failures, Marko did not wish for any sort of payback on the webslinger for his interference and only wished to gain "the big score". Shortly after another humiliating defeat, Marko was recruited by Hammerhead to participate in
 * Alex O'Hirn/Rhino (Voiced by - Clancy Brown): A common bank robber of Russian descent reduced to a thug with rhino-themed armour.
 * Quentin Beck/Mysterio (Voiced by - Xander Berkeley): Having been a lover of the cinema since childhood, Quentin Beck sought to make a name for himself in the movie industry. Starting out as a stagehand in several b-list movies, Beck worked his way up the ladder until assuming the role of a stuntman, and then a special effects artist.
 * Phineas Mason/Tinkerer (Voiced by - Thom Adcox):
 * Otto Octavius/Dr. Octopus (Voiced by - Peter MacNicol):
 * Sergi Kragonovff/Kraven The Hunter (Voiced by - Eric Vesbit):
 * Mac Gargan/Scorpion (Voiced by - Scott McNeil): Seeking to find out the link between Peter Parker and Spider-Man, J. Jonah Jameson hired sharp-tongued private investigator Mac Gargan to follow Peter to discover what connection he had with the wall-crawler, not at all assuming they were the same person. Thanks to Peter's spider-sense, every one of Mac's attempts to find Peter's secret failed. Frustrated by Gargan's failures and seeking a way to neutralize what he perceived a menace to society, Jameson was approached Dr. Farley Stillwell, an animal mutation research scientist who had developed an experiment that would endow the subject with the attributes of another animal. Sharing Jameson's belief that Spider-Man was a threat to public safety, Stillwell offered to transform Mac into an opponent guaranteed to overpower Spider-Man. While initially hesitant about his contribution to this experiment, Mac agreed to it after Jameson convinced him that defeating Spider-Man would make him a hero and he would receive a large monetary reward for his involvement. Deciding that a scorpion (the spider's natural enemy) would be the ideal creature to use in the experiment, Stillwell subjected Gargan to a series of intense chemical and radiological treatments that granted the latter with the proportionate physical attributes of a scorpion, most notably enhancing Gargan's hand strength to simulate a scorpion's pincers. Afterwards, Stillwell outfitted Mac with a highly durable, scorpion-themed battle suit equipped with a powerful cybernetic bladed tail capable of shooting acid strong enough to erode steel. Upon the experiment's completion, Gargan set off to fight Spider-Man and easily defeated the wallcrawler in their first two encounters. Unfortunately, the intense amount of radiation and chemicals Gargan had been exposed to began to drive him insane
 * Adrian Toomes/Vulture (Voiced by - Robert Englund): Adrian Toomes was an elderly inventor who designed a magnetic air transport system that would allow its users to fly and presented it to OsCorp per the suggestion of his friend Otto Octavius. Norman Osborn studied and ultimately rejected the designs and four months later, announced that OsCorp was developing Flight Tech based off of Toomes' idea. Furious at this, Toomes initially blamed Octavius for the plagiarism of his creation, but shifted his anger towards Osborn himself when he refused to apologize for it, stating that Toomes did not have the credibility to prove he invented the system and that no one would believe that he, an old timer, could have done it. Thirsty for revenge, Toomes donned his birdlike flight harness and abducted Norman as the Vulture (a name inspired by a similar previous insult), demanding Osbron to announce to the world that he (Toomes) was the genius behind tech flight, pay him all that he was owed, and publically apologize for ripping off his creation.
 * Max Dillon/Electro (Voiced by - Crispin Freeman): Max Dillon was once a 20-year-old electrical repairman and a friend of Curt Connors who was hired to upgrade some damaged lab equipment in Connors' laboratory. While making the repairs to some bio-electrical filters, Max was electrocuted in a freak accident when his power drill fell onto a damaged computer console, giving him a near-fatal electrical shock when he tried to pick it up and sent him flying against a specialized tank holding genetically altered electric eels, which shattered and exposed him to the substance inside. Though Max survived the incident, his body was transformed into a living electrical generator, forcing him to don an insulated bodysuit to prevent others from being hurt by the constant flow of bio-electricity emanating from his body. While Connors promised to find a way to cure Max of his condition, the latter's patience quickly wore thin
 * New Enforcers: A group of professional hitmen who operate under the command of Tombstone
 * Montana/Shocker (Voiced by - Jeff Bennett):
 * Fancy Dan/Ricochet (Voiced by - Phil LaMarr):
 * Ox (Voiced by - Danny Trejo):
 * Fred Myers/Boomerang (Voiced by - James Patrick Stewart): Immigrating from Australia to the United States as a young man, Fred Meyers became a professional major league baseball player renowned for his amazing pitching accuracy. After being expelled from the leagues for taking bribes, a bitter Myers was approached by Hammerhead, who saw potential in the Australian athlete and offered him a place on the Enforcers. Intrigued by this opportunity, Fred agreed to the proposal and was given a special suit equipped with jet-boots as well as a deadly collection of boomerangs that have special gimmicks like the exploding "shatterangs" and the sharp-edged "razorangs".
 * Abner "Abe" Jenkins/Beetle (Voiced by - Daran Norris): Abe Jenkins was once a lowly aircraft engineer who became disillusioned with his career and decided to make a name for himself as a super-powered mercenary. Building an insect-themed suit of powered armor with laser-blasters and rocket-laucnhers
 * Wilson Fisk/The Kingpin (Voiced by - Bob Joles): The massively corpulent yet respectable head of Fisk Industries, Wilson Fisk is secretly the Kingpin, an intimidating newcomer in New York's crime world who wishes to end the strife between the other feuding crime families of the city and unite them into a single powerful orgainization. He first appears in the series to convince Harry Osborn to merge Oscorp with his own company, which he succeeds in doing after saying that it would be too great a responsibility for Harry to overlook Oscorp. This generous act is actually a façade for Fisk to increase his power in the city. In the series, he is a much more sympathetic individual than the other major crime bosses of New York, as evidenced when he becomes a surrogate father figure to Harry. Very strong for his appearance.. able to break bones and smash holes on walls. Can damage all but stronger stuff such as adamantium and vibranium. Wields a cane with a laser-blaster on it.
 * Alistair Smythe (Voiced by - Nolan North): The Kingpin's second-in-command and the head of Smythe Electronics, a subsidiary of Fisk Industries that specializes in advanced robotics. A cyborg.
 * Bullseye (Voiced by - Wade Williams): A dangerous mercenary. Armed with two laser-pistols, a crossbow, shurikens, kunais, two sais, a blowgun with darts, bombs, and bolas. Able to strike on target.
 * Michael Morbius/Morbius the Living Vampire (Voiced by - Troy Baker): A brilliant nobel-prize winning biochemist working at Oscorp, Dr. Michael Morbius discovered he was dying from a rare blood disease that dissolved his blood cells. Desperate to cure his ailment, Morbius developed an experimental serum derived from the DNA of vampire bats that he hoped would cure him and began subjecting himself to electrical shock treatments in order to stimulate the creation of more blood cells in his system. Though these procedures cured him of his ailment, they had a horrific side effect on Morbius that caused him to transform into a white-skinned, red-eyed pseudo-vampire with a dependency on consuming blood in order to survive and a weakness towards sunlight while also empowering him with greatly-heightened physical attributes, sharp claws and fangs, the ability to glide on air currents, the power to hypnotize others via eye contact, and the power to turn others into vampires by biting them.
 * James Sanders/Speed Demon (Voiced by - Danny Jacobs): James Sanders was once a bored chemist from New Jersey who longed for a more thrilling and lucrative lifestyle instead of his mundane career at a pharmaceutical company in West Caldwell. One day, James accidentally created a serum that endowed him with superhuman speed, and quickly decided to use his newly gained speed for crime as the super-fast Speed Demon.
 * Frances Louise Barrison/Shriek (Voiced by - April Stewart)
 * Colonel Stryker (voiced by Fred Tatasciore): An American mutant-hunter. The man who gave Wolverine hios adamantium and made Deadpool. Keeps tryign to wipe out all mutants. Eventually gets slain by Apocalypse.
 * The Gamma Empire
 * Samuel Sterns/The Leader (Voiced by Tim Curry): The leader to teh Gamma-Empire. A megalomaniac who plans wolrd-conquest. His brain charged with gamma rays... amking him super-intelligent and able to use psychci powers.
 * Emil Blonsky/The Abomination (Voiced by Kevin Michael Richardson): A former Russia captain turned to a gamma-monster to rivl Hulk. Covered with scaly armour and has spikes on his forearms. A military-strategist. The Leader's second-in-command.
 * Mad-Man (voiced by Jeff Bennett): The Leader's brother and third-in-comand. A super-strong scientist who can be beserk.
 * Half-Life (voiced by Sam Witwer): A muto-warrior who drains on people's life-energy. An energy-vampire.
 * Victor Von Doom/Doctor Doom (Voiced by - Ron Perlman): The king on Latveria. Wears robo=armour and a mask which hides his deformed face. A megalomaniac. Finally goes to far by stealing Surfer's power and is transformed to Galactus#s herald as punishment..... mind controlled forever.
 * Mole-Man (voiced by Tom Kenny): A mad scientist, king to Subtaria, an an enemy to the Fantastic Four. Short, ugly and tubby. Wears glasses and wields a techno-staff with gadgets and weaposn built on.
 * The Puppet Master (voiced by Charlie Adler): A madman and Alicia's stepdad who uses clay with cosmic chemicals to mind-control people.
 * King Tyros/Terrak (voiced by Mark Archeson): An iron-fisted king from a planet with warriors who'd been made a herald to Galactus. His memories were blocked but he got them resorted by Doom and the Green goblin, and joined up withnthem to destroy Galactus. He helped Nick Fury to steal the Nullifier, a doomsday weapon, and tempted him to use it on Galactus... neglecting to tell him it would result with the cosmos dying. But Spider-Man foils his plan and busts him to Galactus. Terrak has since sought revenge on Spider-Man and the Silver Surfer as well as world-conquest. He has often joined forces with Doom, the Goblins, Tombstone, the Syndicate, HYDRA, thre Frightful Four,the New Enforcers, the Super-Skrulls, Ronan, Yon-Rogg, Thanos, the Red Ghost, Carnage, Jackal, and Apocalypse.
 * King Tyros/Terrak (voiced by Mark Archeson): An iron-fisted king from a planet with warriors who'd been made a herald to Galactus. His memories were blocked but he got them resorted by Doom and the Green goblin, and joined up withnthem to destroy Galactus. He helped Nick Fury to steal the Nullifier, a doomsday weapon, and tempted him to use it on Galactus... neglecting to tell him it would result with the cosmos dying. But Spider-Man foils his plan and busts him to Galactus. Terrak has since sought revenge on Spider-Man and the Silver Surfer as well as world-conquest. He has often joined forces with Doom, the Goblins, Tombstone, the Syndicate, HYDRA, thre Frightful Four,the New Enforcers, the Super-Skrulls, Ronan, Yon-Rogg, Thanos, the Red Ghost, Carnage, Jackal, and Apocalypse.

He eventually died... slain by the Silver Surfer during the Apocalypse-War.
 * Doctor Ulysses Klaw (voiced by Jeffrey Combs): A mad scientist from Belgium. He murdered T'Chaka, a Black Panther, so he can claim vibranium. Lost one hand to T'Challa, T'Chaka's son, but got it replaced with a cybernetic hand which can converted to a sonic-cannon.
 * Ivan Kragoth /The Red Ghost (voiced by J. B. Blanc): A mad Soviet-scientist who got bombarded by cosmic rays during a trip to the Moon. He can phase throuhg things and ghost so things can go throguh him. He can also use psychic powers and go invisible, and wields a sabre and a laser-rifle.
 * Miklhor (Voiced by Kevin Michael Richardson): The Red Ghost's lowland-gorilla. Cosmic rays made him super-strong and super-tough enough to rival the Hulk and the Thing.
 * Petro(Voiced by Fred Tatasciore): The Red Ghost's Boreneon orang-utan. Cosmic rays gave him powers to do magnetism and electro-magnetism.
 * Igor (voiced by Dee Bradley Bakerr): The Red Ghost's chacma baboon. Coasmic rays made him able to morph arms to weapons.
 * Marshal Moraht (voiced by Liam O'Brian): A former supreme commander for the Skrull's military who planned to overthrow the Skrull-Emperor. Foiled by SPider-Man, the Avengers, the Fantastic Four, the Silver Surfer, and Princess Shilandra. Kicked out. Keeps trying to get revenge on the ones he blames for his fall.
 * The Supreme Intelligence (voiced by Corey Burton): A super-brain with brains from clever Kree.... the Kree-Empire's leader. A megalomaniac.
 * Ronan the Accusor (voiced by Richard McGonagle): The leader to the Kree's Accusor Corps. He wields the Universal Hammer which shoots lasers.
 * 'Colonel 'Yon-Rogg (voiced by Mark Archeson): A Kree-colonel who is Mar-Vel's old enemy and rival. Views human as vermin.
 * Loki (voiced by Steven Blum): A trickster and dark warlock as well as Thor's adopted brother. Half Frost Giant and half Asgardian. A megalomaniac who seeks conquest and destruction. A trickster who uses people as pawns. Wields a magic staff.
 * Hellfire-Club
 * Sebastian Shaw/The Black King (Voiced by David Warner): The Hellfire-Club's leader. The one who slew Magneto's parents during his childhood. Able to absorb energy from physical touches or punches or blows as well as from bullets, bombs, lasers, rockets and nuclear rays. Uses the absoprbed energy to become stronger, to become younger, and to blast people. Wears a golden helmet similar to Magneto's to protect his mind from psychic techniques.
 * Selina/The Black Queen(voiced by Grey Griffin): The Black King's second-in-command. A vampiric mutant who can drain people.
 * Donald /The Black Bishop (voiced by Jeff Bennett): The Black King's third-in-command. A tubby man with a beard. Able to control gravity.. often using it to pin or crush people.
 * Riptide (voiced by Corey Burton): A Hellfire Club member. Able to make whirlwinds.
 * Azrael (voiced by Ray Park): A Hellfire Club member. Looks similar to Nightcrawler only crimson with a scar on his face. Able to teleport. Has a tail spike. Wields a sickle-sword, a scimitar, a machete, and a laser-pistol.
 * The Frightful Four
 * The Wizard (Voiced by Jason Isaac): The leader to the Frightful Four. A European man with a balbo. A mad scientist who uses electro-gloves, a techno-staff which shoots lasers, bombs, and mind-control machines.
 * Thundra (voiced by Nikka Futterman): The Wizard's second-in-command. A super-strong Amazon who wields a meteor-hammer, a mace, a tomahawk and a grenade-launcher.
 * Morris Bench/Hydro-Man (Voiced by - Bill Fagerbakke): Morris Bench was formerly a demolitions expert working for Norman Osborn until the latter's death caused his contract with Oscorp to be terminated and led to him seeking employment as a crewman. Though he had an appreciation for Spider-Man since he saved his life before, a part of Morris could not help but blame Spider-Man for the loss of his former job and the death of his employer. While assisting in lowering a powerful experimental generator into the ocean one day, Morris observed a battle between Spider-Man and the Hobgoblin and became alarmed upon seeing the latter ready to kill the webslinger with a pumpkin bomb while he was down. Out of pure selflessness, Morris leapt into action and pushed Spider-Man out of harm's way, only to be knocked into the ocean from the pumpkin bomb's explosion just as the generator turned on. Though he was presumed dead, Morris survived the accident but discovered he can form his own body to liquid and control liquids.
 * The Trapster(voiced by Kyle Herbert): A chemist who uses goo-guns to trap and capture people. Comic-relief for the Four.
 * The Super-Skrulls
 * Commodore Kl'rt (voiced by Lance Hendriksen): The first Super-Skrull and leader to the other Super-Skrulls. He has the same powers as the Fantastic Four......... Mr Fantastic's elascity, the Invisible Woman's invisibility and shield-making powers, the Human Torch's fire and flight, and the Thing's rock fists.
 * Commander Rl'nnd (Voiced by - Scott McNeil): Kl'rt's second-in-command. He has Cyclops's vizor as well as his laser-vision, Wolverine's costume and claws, Colossus's skin and super-strenght, and Nightcrawler's teleporting power.
 * Lieutenant-Commander Nerpy (voiced by Tara Strong): Kl'rt's third-in-command. She has the She-Hulk's body and strength, Marrow's armour and spike-powers, Quake's gauntlets and eartquake-powers, and Storm's hair and weather-control
 * Lieutenant Skag (voiced by A.J.Buckley): Kl'rt's fourth-in-command. He has King Cobra's body and hood as well as his ability to wrap up with coils, Grim Reaper's scythe and blaster, Klaw's cyber-arm and sonic-blaster, and Toad's tongue and spit.
 * Ensign Zeeg (voiced by Tom Kenny): A Super-Skrull. He has Electro's body and electric-power, Hank Pym's size-changing powers, Scorpion's tail and acid gun, and Gorgon's hooves and earthquake power.
 * Midshipman Yo'Lok (voiced by Nolan North): Another Super-Skrull. He has Spider-Man's powers and web-blasters, Iron Fist's arms and abiltiy to chi-punch, Black Panther's costume and claws, and Quicksilver's super-speed.
 * Sergeant-Major Kok (voiced by John DiMaggio): Another Super-Skrull. He has the Abomination's arms and super-strength, Whirlwind's helmet and whirlwind-making powers, Pyro's flamethrowes and pyrokinetic powers, and Lizard's tail and tongue.
 * Sergeant Kozora (voiced by Clancy Brown): Another Super-Skrull. He has Sabretooth's arms, SHocker's blasters, Banshee's hair and sonic-power, and Griffin's wings and tail.
 * Corporal Leego (voiced by J. B. Blanc): A Super-Skrull. He has Green Goblin's arms and electro-gloves, Dragon-Man's wings and tail as well as his fire-breath, Puma's body and powers, and Mesmero's forehead-symbols and hypnotic powers.
 * The Ten Rings
 * The Mandarin (Voiced by Corey Burton): The Ten Ring';s leader and founder. A descendant from Genghis Khan. He grew up admiring Asia's work and revering his ancestor and also mad with how Americans prejudice Asia. He vowed to complete which Genghis Khan started.... world-conquest. His facial hair is done in Mongolian style. His hair is done to a Japanese chomage. He has a Soviet symbol on his forehead. He wears a Chinese robe. He wears on his fingers ten rings with power-gems which he got from a crashed spaceship on Mongolia's Gobi Desert....... one which shoots fire, one which shoots ice, one which shoots electricity, one which shoots lasers, one which shoots sonic-blasts, one which shoots magnetic waves, one which shoots gas to knock out or poison or blind, one which does hypnosis or mental trickery, one which does dark blasts, and one which makes whirlwinds. He also wields two butterfly swords, a jian sword, a wakazashi sword, a guandao spear, a tanto dagger, a hammer, a sickle, a longbow and arrows, a crossbow, bombs, a kusarigama, a flanged mace, an AK-47 rifle, two pistols, a scimitar and a jambiyah dagger.
 * Ivan /Crimson Dynamo (voiced by J.B.Blanc): The Ten Ring's second-in-command. A rival to Iron Man. He wears a robotic suit similar to Iron Man's but bulkier with a Soviet symbol on it.. crimson. He uses gauntlet mounted laser=blasters, right forearm-mounted rocket-launchers, a left forearm-mounted flamethrower, a right shoulder-mounted sonic-cannon, a left shoulder-mounted plasma-cannon, two hip-mounted grenade-launchers, and a uni-beam.
 * Hypnotia (voiced by Cree Summer): The Ten Ring's third-in-command. An Indian lady who is a talented hypnotist.
 * Blizzard (voiced by Nolan North): A Ten Ring-agent who can use cryokinesis to freeze things up.


 * HYDRA
 * Johann Schmitt/The Red Skull (Voiced by - Richard Epcar): A lieutenant-general from the Nazi's SS who leads HYDRA. Got a prototype to Captain America's super-soldier serum which made him a super-soldier but also deformed his face to a red skull which earned him his nickname. Wields a sabre, a laser-pistol and bombs.
 * Baron Wolfgang Strucker (Voiced by - David Kaye): The Red Skull's second-in-command. A brigadier-general. Wears a monacle. Wields a sabre, a laser-pistol, and an electro-gauntlet. SHres his leader's brutality..... and often calls employes peasants when cross and shocks them for failures
 * Madame Hydra (voiced by Jennifer Hale): The Red Skull's third-in-command. A lieutenant-colonel. Scars on the face caused by Peggy Carter. Wields two laser-pistols, daggers, poison-gas bombs, a machete, and a longbow and arrows.
 * Doctor Zola (voiced by Dee Bradley Baker): The Red Skull's fourth-in-command and top scientist. A human brain within a cybernetic body.
 * Crossbones (voiced by Sam Witwer): The Red Skull's henchman. A mercenary who wears a skull--mask. Wields a laser-rifle, a grenade-launcher, a bazooka, a machete, a bowie dagger, and bombs
 * The Grim Reaper (voiced by Ray Park): The Red Skull's henchman. Wears a hood and has his hand replaced with a scythe which has a laser-gun built on.


 * En Sabuh Nur/Apocalypse (voiced by Frank Welker: The oldest and darkest mutant. Born on Ancient Egypt. A cyborg with Celestial tech meged on his body. Able to do telekinesis, telepathy, cyberpathy, teleporting, size-changing, super-strength, super-speed, super-durability, and the power to morph arms to weapons. A 5,000-yer old megalomaniac who plans to destroy the world and remake it in his image. A master-planner who manipulates peopkle. Manipulated Magneto from childhood to use as a pawn to arrange events whihc led to his freedom from a prison the Watchers imprisone him in.
 * Mesmero (voiced by James Hong): A mutant hypnotist... leader to Apocalypse's Cult. He pulls sstrigns to help free his god and becomes his prime minister and second-in-command.
 * Victor Creed/Sabretooth(Voiced by Paul St Peter): Wolverine's treacherous brother. Has the same powers as Wolverine. Owns fangs and finger-claws. Once served Magneto but betrayed him to Apocalypse due to greed and a lust for bloodshed. He became Apocalypse's Death-Horseman... becoming lion-themed with long fangs and claws made from adamantium.... his bones coated with adamantium.
 * Cain |Marko/The Juggernaut (voiced by Lance Hendriksen): The Professor's trechearous step-brother. A mutant whose powers dormant but triggered by a mystic gem on Vietnam. Super-strong. Wears a helmet to protect from mental techniques. He served Magneto but betrayed him to Apocalypse due to impatience with Magneto for delayign his vendetta on the Proff.. He became Apocalypse's War-Horseman.... becoming metallic with horns.... strong enough to make earthquakes and jump high.
 * Pyro (voiced by Matt Hill): A former student for the Professor who joined Magneto's Brotherhood due to his anger with humans. Hot-headed and rash. Naughty. Can control fire. Wore flamethrowers to shoot flames to control. He served Magneto but betrayed him to Apocalypse due to his doubt with Magneto's competance. He became Apocalypse's Famine-Horseman... gaining organic flamethrowers... become rocky skinned with a tail.
 * Raven/Mystique (voiced by Jennifer Hale): The Professor's sister-figure who joined a Magneto's second-in-command. A capable shapeshifter, martial artist and saboteur. Left by Magneto during the Sentinel strike, she betrayed him to Apocalypse. She became Apocalypse's Pestilance-Horseman.. becomign scaly..... becoming able to transform to multiple things and morph arms to weapons.

New Characters

 * The Fantastic Four:
 * Reed Richards/Mr. Fantastic (Voiced by Jim Ward): Before becoming the leader of the world-famous Fantastic Four, Reed Richards was a highly-gifted child prodigy with a special aptitude in the areas of mathematics, physics and mechanics, and was enrolled in college-level courses by the time he was fourteen years old. Among the many colleges he had attended, Reed became enrolled in New York's Empire State University where he met and became roommates with former high school football star Ben Grimm; the two became the best of friends despite their differences. Having developed a particular interest in interstellar travel, Reed shared with Ben his dream of developing a starship that would allow humanity to explore the universe outside their solar system, at which an amused Ben offered to pilot the craft should Reed ever complete it. Upon graduating, Reed exhausted his resources and inheritance to build an exploratory spacecraft capable of traveling to the outer reaches of the cosmos but was faced with the possibility of his dream never coming true when the United States government threatened to cut its share of funding from Reed's project. Desperate not to see his life's work be in vain, Reed hastily enlisted the help of Grimm, who at this point was a skilled air force pilot, his fiancée Susan Storm and her younger brother Johnny Storm
 * Susan Storm/Invisible Woman (Voiced by - Danica McKellar):
 * Johnny Storm/Human Torch (Voiced by - Jason Spisak):
 * Ben Grimm/The Thing (Voiced by - John DiMaggio):
 * Matt Murdock/Daredevil (Voiced by - Bruce Greenwood): Born and raised in one of the gritty neighborhoods of Hell's Kitchen, Matt Murdock was encouraged by his father, a skilled boxer known as "Battling" Jack Murdock, to focus on a good education instead of becoming an "uneducated pug" like the latter. Matt's decision to follow his father's wish and not partake in any physical activities at school led to endless teasing from his classmates, who dubbed him "Daredevil" for his refusal to fight back when bullies assaulted him. Without his father's knowledge, Matt began training rigorously in order to stand up for himself. While heading home from school one day, Matt noticed a blind pedestrian unknowingly wander into the path of a runaway truck. Though he managed to push the man out of the way before the vehicle crashed, Matt's selfless act backfired horrendously on him when radioactive waste from the truck's payload splashed into his eyes, permanently blinding him. Even with the loss of his sight, Matt's remaining senses of hearing, smell, touch, and taste were amplified to superhuman levels, as well as giving him a sort of "radar sense" that allowed him to detect the contours of his surroundings to compensate for his lost vision. After being released from the hospital, Matt was initially overwhelmed by his new abilities until he was found by a blind martial artist known only as Stick, who taught Murdock how to control his newly heightened senses and guided him in mastering his "radar sense," as well as training the boy in methods of hand-to-hand combat. Jack meanwhile, who had been working as a leg breaker for the mob for extra income, felt as though he had failed Matt as a father and resigned to taking fights orchestrated by the Kingpin. When one such match demanded that he throw the fight, Jack retaliated when he realized he could not betray his son's trust in him, which resulted in the Kingpin murdering him with his cane-gun. Devastated, Matt made it his life's goal to eliminate the crime element from New York, starting up a career as a successful lawyer specializing in criminal justice by day. But at night, Matt takes to the streets as the mysterious vigilante Daredevil, dressed in a dark-red devil-themed costume and armed with a multi-purpose billy club to strike fear into the hears of New York's criminals. The first new vigilante Spider-Man encounters, Daredevil is also the first to believe his innocence when the wallcrawler insisted he did not intend for Norman Osborn to perish, and acts as both an ally and mentor to the wallcrawler.
 * Frank Castle/Punisher (Voiced by - Brian Bloome): Of all the costumed vigilantes residing in New York, there is perhaps no-one as lethal or tragic than Frank Castle, better known as the Punisher. A dedicated family man who valued the lives of his wife and two children, Frank Castle was also a highly decorated war hero who served faithfully in the Marines, managing to rise to the rank of captain and be rewarded with two Bronze stars, two Silver stars and four Purple Hearts for his heroism in the line of duty. Tragically, Castle's life and military career came to a crashing halt when he decided to take his family out for a picnic in Central Park while he was on leave from his military duties. During the family outing, the Castles had the misfortune getting caught in the crossfire of a gang war between the forces of Silvermane and Tombstone, leading both parties to open fire on the Castles and murder Frank's wife and children for fear of witnesses. Forever mentally scarred by the loss of his family, Frank went AWOL from the Marines for several months, gathering a large amount of weaponry and honing his hand-to-hand combat skills before resurfacing as the Punisher, a ruthless vigilante in a one-man war against organized crime wherever it festered, a war in which he took no prisoners and acted as judge, jury, and executioner. A dark road which led to him being critically damaged..... redcued to a cyborg and mind-controlled by HYDRA until Spider-Man freed him.
 * Elektra Natchios/Elektra (Voiced by - Alyssa Milanno): A ninja who helps out occassionally. Daredevil's love-interest. Feisty, kind, wise, loyal, jolly, and honourable. Was used by the Kingpin to try to slay Spider-Man but saw his nobility when he saved an innocent and realised the truth. Was slain by Bullseye for her betrayl but got revived by the Silver Surfer. A talented martial artist. Wields two sais, a wakazahi sword, a yuri spear, a longbow and arrows, a blowgun with darts, shurikens, kunais, a tessan fan, a kusarigama, two kammas, a chain whip and a tanto dagger.
 * Thomas Fireheart/Puma (Voiced by - Jonathan Joss): Thomas Fireheart is the CEO of Fireheart Enterprises, an organization dedicated to preserving the natural world
 * Robert Farrell/Rocket Racer (Voiced by - Matt Hill): A teenage boy who was a genious inventor thanks to science. He stole from the rich to feed the poor using rocket-launchers and a hoverboard. Spider-Man taught him to be a super-hero and to fight for good.... which he did after helping to fight Hobgoblin.
 * S.H.I.E.L.D.
 * Colonel Nick Fury (Voiced by Michael Ironside): A seasoned man who was a sergeant-major when he led the Howling Commandoes under Captain America during World War 2. Eventually became a colonel and supreme commander to SHIELD. He lost one eye during the Cold War and got an eye-patch.
 * Lieutenant-Colonel Maria Hill (voiced by Sumalee Montalee): Fury's second-in-command.
 * Major Phil Coulson (voiced by Nolan North): Fury's third-in-command.
 * S.W.O.R.D.
 * Lieutenant-Colonel Abigail Brand (voiced by Angelina Jolie): S.W.O.R.D.'s supreme commander. Half-human and half-alien. Able to do pyrokinesis.
 * Synden (voiced by Corey Burton): S.W.O.R.D.S.'s top scientist. A dog-based alien who Abigail freed from Colonel Yon-Rogg's fleet.
 * Lambda-Zero/Stardust (voiced by Hynden Welch): A scientist who became a herald to Galactus to save her world. Her memories were blocked up until restored by Abigail and joined S.W.O.R.D. to help protect the planet. She possesses the Power Cosmic which gives her high levels of superhuman strength, durability, reflexes, and stamina as well as the power to make black holes and interdimensional portals. She can control liquids and wields a double-bladed spear. She can also fire lasers from her spear, her eyes or her hands. She can heal living organisms, though she cannot raise the dead.
 * Benevolent, wise, noble, jolly and hnourable.
 * Heroes for Hire
 * Luke Cage/Power-Man (Voiced by - Khary Payton): Born and raised on the streets of Harlem, Luke Cage spent most of his childhood as a delinquinent who caused trouble in a street gang called "the Rivals" with his best friend Willis Stryker. As the two friends matured, Cage decided to put his troublemaking days to rest in favor of finding an honest career to provide for his family. The same could not be said for Stryker, who steadily rose to power in New York's crime world, yet the two men retained their friendship in spite of being on opposing sides of the law. After Stryker was badly injured in a mob hit but saved by Cage at the last minute, Stryker's girlfriend, Reva Connors, ended their relationship out of fear of her boyfriend's violent work and sought solace with the more noble-hearted Cage. Felling that Cage was responsible for the breakup, an insanely jealous Stryker framed his childhood friend by planting two kilograms of heroin in Cage's apartment and tipped off the police, summarily causing Cage to be wrongfully arrested and imprisoned for drug possession. Cage's anger over his former friend's betrayal caused him to engage in frequent brawls and attempts at escape, which resulted in him being transferred to a maximum-security facility in Georgia where he was repeatedly tormented by Albert Rackham, a maniacal and racist guard whose harassment of Cage led to a demotion he felt Cage was at fault for. During his incarceration, Cage was approached by research psychologist Noah Bernsterin, who promised to help Cage secure a parole in exchange for his participation in an experiment to test a chemical method of promoting human cell regeneration as an aid against disease and aging, which Cage hesitantly agreed to. Once the experiment began, Rackham, still bitter about his demotion, tampered with the machine's controls in hopes of seriously harming or killing Cage. Unwittingly, Rackham advanced the experiment beyond its original design, empowering Cage with superhuman strength and impenetrable skin, which he then used to knock his tormentor unconscious and flee from prison. While making his way back to New York to confront Stryker, Luke stopped a robbery at a roadside diner and was inspired to use his new powers for profit after the restaurant's owner gave him a large monetary reward for his efforts.
 * Daniel "Danny" Rand/Iron Fist (Voiced by - George Eads): The privileged but compassionate son of a wealthy New York businessman and heir to the throne of the other-dimensional city of K'un-Lun. Uses chi to energise fists. A martial artist. Luke's brother-figure.
 * Wade Wilson/Deadpool (voiced by Nolan North)@: A mercenary turned to a mutant by Colonel Stryker to use as a pawn to destroy all mutants... but got free. Mad, unpredictable, and naughty. Breaks the fourth wall.... much to many's confusion and Wolverine's embarresment. Has a healing factor. Wields two laser-pistols, a laser-rifle, a bazooka, a wakazashi sword, a scimitar sword, two sais, a crossbow, a machete, a mace, and bombs.
 * The Avengers
 * Steve Rodgers/Captain America (voiced by Cam Clarke): A young man who was once frail but bold..... volunteering to become a super-soldier durign World War 2. The serum turned him to a super-soldier. He became a freedom-fighter and led the Allies to fight Nazis especially HYDRA led by the Red Skull. During a big fight, he and the Red Skull got frozen.... surviving due to the super-serum. Cap was thawed and became the leader to the Avengers. Wields a shield made from vibranium. A benevolent, brave, wise, loyal, jolly, and humble. An old pal to Spider-Man's family. He figured out Spider-Man's identiy and spots the guy's potential as hero. He tells him how Ben Parker and Richard Parker would be proud.
 * Tony Stark/Iron Man (voiced by Tom Kenny): Second-in-command and top genious to teh Avengers. A rich billionaire whose cockiness got him wounded by the Ten Rings led by the Mandarin. His heart wounded, he made an ARC-reactor to act as a pace-maker.... and made his first Iron Man suit to help escape. He made other Iron Man suits...... many built for different terrains such as oceans, icy lands, lava, outer space, deserts, etc. Even a Hulkbuster to fight Hulks or similar monsters.
 * Thor (voiced by John DiMaggio): The prince from Asgard and Odin's son. He was sent to Earth to learn humulity and gained respect for humans... even choosing to join the Avengers to help protect them. Wileds Mjonyr, a magic hammer which can only be lifted by the pure hearted such as himself, Spider-Man, Storm, Captain America, and others.
 * Doctor Bruce Banner/The Hulk (voiced by Fred Tatasciore): A scientist specialising on gamma-rays who got struck by the gamma-rays. He can become a super-monster when angry or stressed. Gets stronger with anger. Able to do sonic claps.
 * T'Challa/The Black Panther (voiced by Seth Green): The current king to Wakanda after his dad was murdered by Klaw. A courageous, beenvolent, wise, calm, humble, jolly, and cheeky warrior. A strategist. A scientific geniosu who rivals Tonya nd often proves him wrong such as how his vibranium tech is better than his and how Wakandans got better tech... and often lectures Tony on responsibiltiy. Wears a suit with vibranium and gauntlets with vibranium claws. Wields a sickle-sword and a spear with vibranuim. First met Spider-Man during a fight with Kraven. He saw Spider-Man's potential and admires his coruage, compassion, cleverness and responsibilty.
 * Captain Mar-Vel (voiced by Joshua Seth): A captain from the Kree's scientific forces who spied on Earth but gre fond for them and joined the Avengers. A noble and just soul. Wields a sword, a blaster, bombs, a shield, and a flail.
 * Carol Danvers/Ms Marvel (voiced by Colleen O'Shaugnessey): An air force member who got super-powers thanks to Kree energy. A capable martial artist, pilot, strategist, and medic. Can fire lasers and very super-strong. Captain Mar-Vel's love-interst.
 * Natasha Romanov/Black Widow (voiced by Kari Wahlgren): A SHIELD-Agent. A Russian. Benevolent, sarcastic, feisty, clever, loyal, and honourable. A capable martial artist, marksman, and strategist. She wields two laser-pistols, a double-bladed sword, two electro-truncheons, forearm-mounted snare-guns, shurikens, and bombs.
 * Hank Pym/Ant-Man/Giant-Man (voiced by Dee Bradley Baker): A scientist specialising on robotics, artificial intelligence, bio-chemistry, and physics. He made Pym Particles which can make things grow or shrink. He uses some to shrink or grow. He also uses a helmet to talk with bugs.
 * Janet Pym/Wasp (voiced by Mae Whitman): Hank's love. A scientist who got Pym Particles to grow and shrink too and wears a helmet to talk to bugs... and gauntlets which shoot. A feisty but caring tomboy. She can do martial arts. She views Spidey as a hero and admires him a lot... especially for how he represented humanity's virutes and even called him the 21 centuy'ss Captain America for sharing Cap's noility.She often did pranks on Jameson for how he treated Spider-Man... espeically after she leanred he made Scorpion.
 * Clint /Hawkeye (voiced by Scott McNeil): A talented archer. A former member from the Crime-Circus who ratted on them due to his conscience. Got pardoned by Fury who recruited him to SHIELD and then the Avengers. Uses a bow to launch arrows with bombs, tasers, nets and others. Sarcastic, naughty and cheeky. Often mocks Hulk and gets into trouble for being rash.
 * The Vision (voiced by Tom Kane): An android originally made by Ultron... but Spider-Man's mind got scanned by mistake, giving him feelings and a soul. He can phase through things. He has the Mind-Stone, an Infinity Stone, on his forehead which enables him to use psychic powers and fire mental rays.
 * Betty Brant/She-Hulk (voiced by Vanessa Marshal): Bruce's love-interest and daughter to Lieutenant-General Ross. When Bruce gets kidnapped by the Leader's goons, she injects some Hulk genes she took.... stabilized. She can transform to the Hulk by focus. She wears a purlple-and-pale jumpsuit which is stretchable.... hidden under outfits which can stretch when she transforms.
 * Pepper Potts/Rescue (voiced by Grey Griffin): Tony's secretarya n love-interest. She got a rob-suit to rescue Tony during a trap by Mandarin. Her suit is a feminie Iron Man suit whic is silver-and-purple.... armed with two gauntlet-blasters, shoulder-mounted rocket-launchers, forearm-mounted snare-guns, an electro-staff, and hip-mounted laser-chainguns. She can use martial arts as first shown when a few ninjas from the Ten Rings tried to capture her only for her to clobber them. An old pal to Jean from childhood.
 * Rhodes/War-Machine (voiced by Travis Willingham): Iron Man's old pal. A colonel to the air-force who Tony trusted with a suit due to his responsibilty and integrity.
 * Daisy/Quake (voiced by Tabitha St Germain): An Inhuman who can make earthquakes. Was orphaned by HYDRA and rasied by humans. Became a SHIELD-agent and learned her origns. Joined the Avengers as her people's ambassador chosen by Black Bolt to represent his people among them. Feisty, caring, cleve,r and loyal. A talented compueter-whiz. Leanred Spidey's identiy and understandfs. Makes jokes as he does.
 * Falcon (voiced by Kirby Morrow_: A Shield-agent and intelligence-agent who joined the Avengers. Wears a costume with mechanical wings and uses rocket-launchers. First met Spider=Man when he helped to beat Vulture.
 * Wanda Magnus/Scarlet Witch (voiced by Tifanie Chirstun): Magneto's daughter. A mutant who can use powers similar to magic as well as martial arts. Joined the Avengers to represent her people. A gentle soul who fights for peace. Wears a scarlet leather-trenchcoat, a maroon waistcoat, a pale shirt, black trousers, brown boots, a red cowl, and a belt with a dagger wrapped around her chest. She also wears a belt with a sword and a telescopic staff which she often charges with her powers. She also plays panpipes.
 * Norrin Radd/SilverSurfer (voiced by Dan Green): A Zen-Laavian man who became herald to Galactus to save his world. Memories were blocked till reawakened by Spider-Mna, Gwen, and teh Fantastic Four. Stayed as a defender to Earth. Wields cosmic powers.

The Silver Surfer wields the Power Cosmic, granting him superhuman strength, endurance, and senses, as well as the ability to absorb and manipulate the universe's ambient energy. The Surfer can navigate through interstellar space[66] and hyperspace, which he can enter after exceeding the speed of light. He has proven capable of time travel on several occasions, even able to make others time-travel with him. can survive within nearly any known natural environment, including deep space, hyperspace, and within black holes[69] and stars.[70] The Surfer can project energy in various forms for offensive and defensive use, including bolts of cosmic force powerful enough to destroy entire planets, and create black holes.[71] He can utilize the Power Cosmic to augment his superhuman strength to indeterminate levels.[73] The Surfer can heal living organisms, though he cannot raise the dead, and he has proven capable of revitalizing and evolving organic life on a planet-wide scale. He can cast illusions, create interdimensional portals to other locations including microverses, phase through solid mattereven adamantium,] and exercise some level of control over the Astral Plane. His senses enable him to detect objects and concentrations of energy light years away and to perceive matter and energy in subatomic detail, including life energies of living beings. The Surfer can even see through time, and with concentration he can achieve limited perception of past and future events in his general vicinity.[78] He has demonstrated telepathic ability, including mind-reading on occasion,[79] and has proven to be able to influence human emotion and sensation.

Benevolent, noble, wise, and jolly.
 * Eugene "Gene" Patilio/Frog-Man (Voice by - Michael Cornacchia):
 * Dr. Elias Wirtham/Cardiac (Voiced by - Carl Lumbly): Following the death of his older brother Joshua due to a rare and incurable disease when he was a boy, Elias Wirtham dedicated his life to medicine and went on to become the most renowned physician on the East Coast. His brother Joshua's death was the result of corporate greed, who had a cure for his condition ready, but did not distribute the medicine due to it not being a "profitable" time for them, hence his motivation against corporations. As a part of his research, Elias replaces his heart with a beta-particle reactor, which supplies energy throughout his body, in addition to a vibranium weave mesh under his skin. This energy, channeled through his muscles, increases his speed, agility, and reflexes, and can also be fired through his fists or the power staff he wields. He adopts the moniker "Cardiac" in reference to the source of his power. Often helps |Spider-Man otu frist helping to cure mutants from Stryker's germ-warfare.
 * Cable (voiced by Matthew Mercer): A time-traveller from the future. A mutant with cybernetic parts. A descendant from Jean Grey and Cyclops.. able to use psychic powers, techno-controlling powers and laser-vsion. Wields a laser-rifle, two laser-pistols, a bazooka, a sonic-cannon, a machete, a sword, a flail, a dagger, and bombs. Often helps SPider-Man such as warning about how Galactus's death would end all worlds, about Apocalypse's return, and about the Green Goblin's return.
 * Bishop (voiced by Clancy Brown): A time-travelling mutant who can absorb energy to fire... often channelling onto a scimitar, a laser-rifle, two laser-pistols, a mace, and a boomerang he wields. He often helps  Spider-Man.. often joinign forcess with Cable too.
 * The Galactic Guardians 
 * Peter Quing/Star-Lord (Voiced by - Nolan North): The leader to the team. Half-human and half-alien. Enjoys rock-music. Wields the Elemental Gun which shoots all four elements. He also wields a cutlass and a club.
 * Gamora (Voiced by - Laura Bailey): Star-Lord's love-interest and second-in-command. Sole-survivor to her people whod' been a pawn to Thanos but was redeemed by Star-Lord. A feisty, benevolent, wise, jolly, sarcastic, and loyal soul. Enjoys music and dancing. A talented martial artist who wields a sword, a spear, a laser-pistol and a dagger.
 * Rocket Raccoon (voiced by Scott McNeil): Star Lord's third-in-command. A raccoon-based alien who'd been gentically altered. Cranky, sarcastic, hot-headed, and cocky but loyal, bold and just. Wields a laser-rifle, two laser-pistols, a machete, a dagger, bombs, and a bazooka. Flies by using a jetpack with rocket-launchers and laser-chainguns built on.
 * Groot (voiced by Fred Tatasciore):Sole-survivor to the tree-giants who fell to Ronan the Accusor. Benevolent, noble, kind, and just. Speaks by saying 'I am Groot' which Rocket understands well. Able to grew lost body parts and crush things.
 * Drac (voiced by J. B. Blanc): A warrior whose family were murdered by Ronan the Accusor. He is aggressive, hot-headed and gruff buyt heroic, honourable and just. Wields a dagger, a spear, a sword, a laser-rifle, and a mace.
 * Quaser (voiced by Tara Strong): A Kree super=-soldier who left due to righetous disgust with how the Supreme Intelligence and dark Kree scuh aqs Yon-Rogg treat people. Benevolent, honourable, jsut, jolly and wise.  Able to use quaser energy to blast as well as to form weapons.
 * Adam Warlock (voiced by Derek Stephen Prince): A genetically engioneered supere-soldier. He was the sole-survior from a planet destroyed by Ronan  the Accusor and Yon-Rogg. He is wise, bold, altruisitc, loyal and jolly. Wields a staff and a sword. On his forehead is an Infinity Stone known as the Soul Gem which he uses to do mental techniques and to contain people within a pocket=dimension which changes to suit people's feelings.
 * Gabriel Lan/Air-Walker (voiced by Dee Bradley baker): A commander from the Nova Corps who became a herald to Galactus to save a world. He was given the Power Cosmic.

The Air-Walker wields the Power Cosmic. He possesses superhuman strength, endurance, reflexes and reactions, mastery of the electromagnetic spectrum and total immunity to the rigors of space. He can control the winds and make hurricanes and tornadoes. He wields a scythe which is able to fire energy blades. He can heal living organisms, though he cannot raise the dead.

Benevolent, wise, jolly, honourable, noble andf just.
 * Odin (voiced by Gary Chalk): Odin's dad and the king for Asgard. Lost one eye to save all from Surutur. WIse, benevolent, noble, and jolly. Wields Gungir, his magic spear.
 * Lady Sif (Voiced by Janet Varney): An Asgardian general. A feisty, just, honourbable, jolly and loyal tomboy. She wields a double-bladed sword, a shield, a spear, a dagger, and a flail.
 * Balder (voiced by Scott McNeil): An Asgardian colonel. Honourable, brave, kind, loyal an jolly. Blonde with side-burns. Wields a spear, a sword, a tamhawk, and a shield.
 * Hogun (voiced by Steven Blum): An Asgardian lieutenant. Grumpy, sarcastic, sensible, just, honourable and lopyal. Has a topknot hidden by a helmet and a goatee. He wields a mace, a macehte, a lance, and two daggers.
 * Volstagg (voiced by John DiMaggio): An Asgardian sergeant. Stocky and tubby. Ginger haired with a beard. Wields a club, a halberd, a sword, a dagger and a lance. Dumb but noble, jolly and honourable
 * Fandrall (voiced by Nolan North): An Asgardian corporal. A flirter. Rash, arrogant, reckless, and stubborn but well-meanign. Blodne with a balbo. Wields a sword, a spear, a longbow and arrows, and a dagger.
 * Adam Warlock (voiced by Derek Stephen Prince): A genetically engioneered supere-soldier. He was the sole-survior from a planet destroyed by Ronan  the Accusor and Yon-Rogg. He is wise, bold, altruisitc, loyal and jolly. Wields a staff and a sword. On his forehead is an Infinity Stone known as the Soul Gem which he uses to do mental techniques and to contain people within a pocket=dimension which changes to suit people's feelings.
 * Pyerus Krill/Fire-Lord (voiced by Travis Willingham): A captain from the Nova Corps who became a herald to Galactus to save a world. His memories were blocked until Thor, Sif, and Jane Foster restored them and he joined the Asgardian Guard.
 * Pyerus Krill/Fire-Lord (voiced by Travis Willingham): A captain from the Nova Corps who became a herald to Galactus to save a world. His memories were blocked until Thor, Sif, and Jane Foster restored them and he joined the Asgardian Guard.

Fire Lord wields the Power Cosmic. He possesses superhuman strength, endurance, reflexes and reactions, mastery of the electromagnetic spectrum and total immunity to the rigors of space. He wields a staff which shoots fire and can shoot lasers from his staff. He can make inter-dimensional portals. He can heal living organisms, though he cannot raise the dead.

Benevolent, wise, jolly, honourable, noble andf just.
 * Galan/Galactus (voiced by Kevin Michael Richardson): Sole-survivor from a bygone race.... reduced to a cosmic giant who feeds on planet-energy to survive. Came to feed on Earth. Became an ally after Spider-Man saved him from an attack on his life by Tombstone.. Helps out often when needes such as when Ego came, when Doom and Goblin got cosmic powers, and during the showdown with Apocalypse. More powerful than Apocalypse. He shows a softer side with Spider-Man and the Heralds... and shows respect enough for Spider-Man to call him an equal.

Galactus can remove the Power Cosmic from the person to whom he has given it. He can use the Power Cosmic to produce nearly any effect he desires, including size alteration, the transmutation of matter, the teleportation of objects across space,[86] the creation of force fields] and interdimensional portals, telepathy, telekinesis, universal cosmic awareness, the creation of life,[92] resurrection, manipulating souls,memories and emotions, recreating dead worlds in every detail (including utterly convincing illusions of their entire populations), and energy projection.
 * Uatu the Watcher (voiced by Greg Baldwin): The Watcher who observes Earth. An adviser who helps the team otu. First appeared to help save Earth from Galactus. Able with cosmic powers. Wise, benevolent, joly, and noble. An old ally to the Fantastic Four, the Avengers, and SHIELD. An advisor to Spider-Man.
 * Madame Web (voiced by Michelle Yeoh): A wise, benevolent and jolly sage who came from another world.... bound to a life-support throne. An ally and adviser to Spider-Man.
 * Madame Web (voiced by Michelle Yeoh): A wise, benevolent and jolly sage who came from another world.... bound to a life-support throne. An ally and adviser to Spider-Man.

Other Characters

 * Emily Osborn (Voiced by -): Emily Osborn is the wife of Norman and mother of Harry. Interesting enough this version of Norman Osbron is not a widower
 * St. John Devereaux (Voiced by - Jeff Bennett) : Mr. Devereaux is the Midtown High School theater teacher. He cast, produced and directed a school production of A Midsummer Night's Dream, where many students took part.
 * Farley Stillwell
 * Anthony Serba
 * Blackie Gaxton (Voiced by - Steven Blum): Blackie Gaxton is the manager and bookie in the Big Sky Billard Room Lounge and is one of the men responsible for the creation of Molten Man
 * Venessa Fisk (Voiced by -): The Kingpin's wife and the mother of Richard Fisk. Also, she is aware that her husband is a crimelord as she spends more time with her son, Richard.
 * Ben Parker (Voiced by - Edward Asner):
 * Helen Stacy: George Stacy's deceased wife and the mother of Gwen Stacy
 * Joan Jameson (Voiced by - Jane Lynch): Jonah's wife
 * Franklin Richards (Voiced by -):

Season 3

 * 1) Prey vs. Predator: Several months after the apparent death of Norman Osborn, Peter has returned to the streets as Spider-Man but
 * 2) Choices:
 * 3) Rivaly:
 * 4) Past vs Future:
 * 5) New Alliance:
 * 6) Ties that Bind:
 * 7) Enemy Grounds
 * H20:
 * 1) Treachary: After Spider-Man and Venom put Hydro-Man on ice, the go to ESU labs and found out that Miles Warren created
 * 2) Night the of Wolf
 * 3) Gang Strike
 * 4) A Fantastic Time
 * 5) Bug Time
 * 6) Hopping Mad
 * 7) Vendetta to Death
 * 8) Wild Warriors
 * 9) Sting and Strike
 * 10) Heroes for Hire
 * 11) Muto-War
 * 12) Cosmic Rising, Part 1
 * 13) Cosmic Rising, Part 2