Superior Spider-Man must face his most challenging opponent yet when Venom escapes from stasis and attacks Midtown High seeking revenge on Peter Parker. But when the villain senses that Superior is not Peter Parker, he threatens to hurt Anna Maria - a new companion Ock has grown close to - making Superior Spider-Man choose whether to give Peter his body back or lose his only friend.
- Doctor Octopus/Superior Spider-Man
- Spider-Man's Ghost
- Anna Maria Marconi
- Miles Morales (Kid Arachnid)
- Flash Thompson
- Max Modell
- Randy Robertson (Cameo)
- Liz Allan (Cameo)
- Doc Ock gives Peter his body back.
- Anna Maria and Peter recover Doc Ock's body