This is a 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, 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. Rather then being 13 episodes like the previous seasons the third season has gotten an extension to 25 episodes.
- Peter Parker/Spider-Man (Voiced by - Josh Keaton): The protagonist of the series, bitten by a genetically altered spider, Peter donned a spider costume and sought to fight crime after allowing a burglar to escape, only to have that same criminal - later identified in this as Walter Hardy - who was thought to have killed his Uncle Ben. He learned that "with great power comes great responsibility", a phrase that now drives him to act as a super hero. The series focuses on the character struggles while leading a double life as Peter Parker in Midtown High and as the superhero - Spider-Man. He is depicted as good natured. He gets a job at the Daily Bugle so he can support his Aunt May with financial troubles. Despite their financial troubles, 16-year-old Peter Parker and his Aunt May have a great relationship. His best friends in school are mainly Gwen Stacy and Harry Osborn. He as Peter Parker is often bullied and being referred to as "Puny Parker" by his peers, even still Peter's newfound powers has given him confidence
- Eddie Brock/Venom (Voiced by - Benjamin Disken):
- Harry Osborn/New Goblin (Voiced by - James Arnold Taylor): Harry is portrayed as Peter's best friend and is the son of industrialist Norman Osborn. He constantly lives in his father's shadow and considers Peter a good friend, though at times also resents him for earning Norman's respect, which Harry has never been able to do. Being ignored by his father and overprotective of his mother and just like Peter, he is an unpopular kid at school. With his lack of approval he is prone to do anything to get it.
- Gwen Stacy (Voiced by - Lacey Chabert):Gwen is the former love interest of Peter Parker in the show. Gwen is the daughter of police captain George Stacy, and is one of Peter Parker's best friends and intellectual equal. Although initially fairly shy and unconcerned with her appearance, she gradually evolves into a more confident and attractive character more closely resembling her comic book counterpart. She is always supportive of Peter. Although she is Peter's best friend, her weakness is that she has a colossal crush on Peter.
- Mary Jane Watson (Voiced by - Vanessa Marshall): Mary Jane is portrayed as the niece of Aunt May's friend, Anna Watson. She attends the Fall Formal as Peter's date before ultimately switching schools to be at Midtown. Mary Jane befriends Peter and Gwen, and is initially determined to stay single, desiring to be a 'free agent'. Vanessa Marshall, the voice of the character states "I always make sure my choices for Mary Jane are that of an independent thinker, that she’s not concerned with what the people around her think, which is an uncommon trait in teenage girls, There’s a distinct confidence about her that I try to emulate soon became Peter's new love interest
- J. Jonah Jameson (Voiced by - Darran Norris)
- Captain George Stacy (Voiced by - Clancy Brown)
- Flash Thompson (Voiced by - Joshua LeBar):Flash is a star football player at Midtown High. While he idolizes Spider-Man, he frequently bullies and harasses Peter Parker, believing him to be a "stuck-up egghead," despite the fact that they had originally been friends when they were much younger. Even though he is the bully of Peter Parker, he idolizes the superhero Spider-Man, being one of his biggest and most loyal fans. voice of the character, Joshua LeBar, said this about the character he played. "I think Flash has a certain brashness, but he also has a likeability, so he's not a complete doof that you hate. He's a dichotomy – he's got a few different sides, and he surprises people. I was both a theatre guy and a football guy in high school, and people tried to stick me into that one-note category, depending on how they knew me – and I didn't like being stereotyped. So when the (Spider-Man) show gives me the opportunity to represent his other sides, like this week when you see Flash's compassion rather than just all that testosterone, I really enjoy showcasing that part of his character because I can relate to his situation."
- Liz Allen (Voiced by - Alanna Ubach):Liz is depicted as a popular cheerleader at Midtown High. Instead of the comic book mainstream version where she is caucasian and a blonde, she is depicted as more hispanic in this series. She is initially the girlfriend of Flash Thompson and shows great resentment towards Peter. As the series progresses, her true feelings become apparent as she demonstrates a much more open and accepting side. She commonly refers to Peter as "Petey". Peter and her begin to date for some time until Peter gets honest with himself about who he really wants to be with. Soon knows that Peter is Spider-Man but keeps his secret after saving her from Scorpion
- Glory Grant (Voiced by - Cree Summer):Unlike most of the other popular kids at the Midtown, Glory is one of the few in the show who seems less arrogant about her status and behaves more friendly towards the unpopular kids such as Peter and Harry. She is shown to be Kenny Kong's girlfriend through most of the show.
- Kenny "King" Kong (Voiced by - Andrew Kishino): Kenny is on the Midtown High School football team and sidekick to Flash Thompson as the school bully and he is also the boyfriend of Glory Grant through most of the show.
- Randy "Rand" Robertson (Voiced by - Phil LaMarr): Randy is on the Midtown High School football team with Flash, but is shown in the show to be much nicer and more neutral than his teammates. He is dating Sally Avril and is the son of Joe "Robbie" Robertson.
- Sally Avril (Voiced by - Grey DeLisle): Sally is Rand Robertson's snobby cheerleader girlfriend and one-time crush of Peter Parker
- Sha Shan Nguyen (Voiced by - Kelly Hu):
- Ned Leeds (Voiced by - Andrew Kishino):Ned is 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
- Felica Hardy/Black Cat (Voiced by - Tricia Helfer):
- Dr. Curt Connors/The Lizard (Voiced by - Dee Bradley Baker): Dr. Curt Connors is a respected scientist, interested in genetics. He runs a biology lab at Empire State University with his wife Martha. Although his primary interest was in lizard DNA, he also experimented on spiders, splicing together the best traits from multiple species into 'super-spiders'. It was due to his research, and in his very laboratory, that Peter Parker was bitten and transformed into Spider-Man.
- Martha Connors (Voiced by - Kath Soucie): Martha is Dr. Curt Connors' wife and fellow scientist
- May Parker (Voiced by -) :
- 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.
- Hobie Brown/Prowler (Voiced by - Tim Russ):
- 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): Jean is 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): Federick is a reporter at the Daily Bugle who works for J. Jonah Jameson
- Richard Fisk (Voiced by - Mark Rolston) : Richard Fisk is the son of the Kingpin and Venessa. In the series, he not potrayed as a villan. 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 buisness, he want's to on the Midtown
- Mark Allan/Molton Man (Voiced by Eric Lopez): Mark Allan is Liz Allan's brother. 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. He soon learns to control his powers for good at Ravencroft.
- Dr. Ashley Kafka (Voiced by - Elisa Gabrielli): Dr. Kafka is a psychiatrist at Ravencroft. In the third seasn, She soon develops and relationship with Eddie/Venom
- Green Goblin (Voiced by - Steven Blum)
- Norman Osborn (Voiced by - Steven Weber)
- Silvio Manfredi/Silvermane (Voiced by - Miguel Ferrer): A rival crime lord in New York to Hammerhead, Tombstone and Dr. Octopus and the Father of Silver Sable. Silvermane ruled NY until he was arrested and jailed twelve years by the F.B.I. after Fosswell exposed his criminal activities. His empire fell, and his territory was taken over by Tombstone/Big Man.
- Hobgoblin (Voiced by - Mark Hamill):
- Rodrick Kingsley (Voiced by - Courtney B. Vance)
- Miles Warren/Jackal (Voiced by - Brian George): Dr. Warren is a scheming scientist and the younger and ruthless brother of Aaron Warren.
- John Jameson/Man-Wolf (voiced by Daran Norris)
- Cletus Kassidy/Carnage (Voiced by - Scott Cleverdon): Cletus Kassidy used to a insane patient at Ravencroft and Eddie Brocks roommate. When he had a piece of Eddies symbiote, he became the deadlest supervillain known as Carnage! He's become the primary antagonist of the 3rd season. Carnage is insane, sadistic, and ruthless. He is evan worse than the Green Goblin. Cletus has a grudge against Captain Stacy for putting him into ravencroft. Unlike Venom, Carnage can launch parts of his symbiote at enemies in the form of solid weapons such as darts, sharp claws, blades, spears, maces, knives, axes, etc., although they disintegrate into dust within fifteen seconds of leaving Carnage's body. And his symbiote has a red and black texture
- L. Thompson Lincoln/Tombstone/Big Man (Voiced by - Dorian Harewood) :
- Dmitri Anatoly Nikolayevich Smerdyakov Kravinoff/Chameleon (Voiced by - Steve Blum)
- Hammerhead (Voiced by - John DiMaggio):Hammerhead was originally Tombstone's second in command, and 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 supervillains 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 and he promises to never betray him again as a one more chance
- Flint Marko/Sandman (voiced by John DiMaggio): Flint Marko is introduced as a petty crook, seen working alongside Alex O'Hirn under the Big Man. He is then transformed into the supervillain Sandman by Norman Osborn after the Big Man wanted supervillains to distract Spider-Man. Unlike his partner O'Hirn, Marko's motivation remained solely to seek out money despite Spider-Man's constant foilings, referring to his eventual goal as getting his "big score."
- Alex O'Hirn/Rhino (Voiced by - Clancy Brown): At first Alexander "Alex" O'Hirn is just a petty crook, seen working with Flint Marko under orders of the Big Man. He is captured by Spider-Man with ease times and time again, which increases his annoyance and hatred of Spider-Man. Just like his partner he was experimented by Norman Osborn after the Big Man wanted supervillains to distract Spider-Man. Unlike his partner though, money is a secondary interest to him, his primary one being revenge. And with Rhino's titanium suit, he got superhuman strength
- Quenten Beck/Mysterio (Voiced by - Xander Berkeley): Beck was originally one of the Chameleon's partners in crime being an expert of special effects. Beck is revealed to Mysterio in "Blueprints." using his illusions while claiming to be a sorcerer as the "Master of Illusions".
- Phineas Mason/Tinkerer (Voiced by - Thom Adcox): Along with Quentin Beck, Phineas Mason is one of the Chameleon's partners in crime. His main expertice is technology but is useless in a fight. He is then shown in the show working for the Master Planner in season two and helps create the New Enforcers
- Otto Octavius/Dr. Octopus (Voiced by - Peter MacNicol): Dr. Octavius is a research scientist working under Norman Osborn at OsCorp. He is very timid and willing to apologize for every little thing, a direct contrast to his boss, Norman. He is one of OsCorp's most intelligent scientists and the creator of a four armed harness that makes him able to do dangerous experiments, playing a part in the creation of Sandman and Rhino. Eventually, as the result of a devastating accident (orchestrated by the Green Goblin), his arms became permanently fused to his back and he was driven out of his mind, becoming the vengeful Dr. Octopus. In season two he is revealed to be the "Master Planner".
- Sergi Kragonovff/Kraven The Hunter (Voiced by - Eric Vesbit): Determined to hunt Spider-Man, Kravinoff first appeared in the season 2 episode "Destructive Testing", garbed in a lion-themed vest similar to his original comic book counterpart. He is the most skilled hunter in the known world, relying only on his natural talents to subdue his prey. Using a serum concocted from Warren's own research (and based on Curt Connors' own Lizard formula), he is then mutated into a human-feline hybrid, with elements of leopard, cheetah, and lion DNA calling himself "Kraven the Hunter" much like his Ultimate comic book counterpart
- Mac Gargan/Scorpion (Voiced by - Wade Williams):
- Adrian Toomes/Vulture (Voiced by - Robert Englund):
- Morris Bench/Hydro-Man (Voiced by - Bill Fagerbakke):
- Max Dillon/Electro (Voiced by - Crispin Freeman): Maxwell Dillon was a young 20 year old electrician and a friend of Dr. Curt Connors until he was electrocuted in a freak accident after his power drill falls onto a damaged computer console: when he tries to pick it up, the resulting electrical shock sends him flying against a specialized tank holding genetically altered electric eels, becoming exposed to the substance inside. Although Max survived, his body became an unstable living electrical capacitate. Max is then forced to wear an insulated body suit to contain the bio-elctricity being procduced in order to protect others around him, especially his face which had transformed into a electrical field. After an encounter with Spider-Man (who Spider-Man thought was a thug), Max goes berserk, takes up the supervillain name "Electro" after Spider-Man called him that on their first encounter and rushes out to Dr. Connors' lab, demanding that Connors cure him.
- New Enforcers
- Montana/Shocker (Voiced by - Jeff Bennett): Montana is the field leader of the Enforcers and is a trained mercenary. Despite his criminal activities, he is very much a professional, having no personal grudge with Spider-Man, just considering it his responsibility to bring him down. He speaks with a southern accent and enjoys wearing a cowboy hat when out of uniform. For Greg Weisman, the decision to make Montana the Shocker instead of Herman Schultz like in the comics is because he wanted to go with something that has an iconic feel for it. He stated that "we are trying to create something that is the three C's: Coherent, cohesive and contemporary. And yet, still, the fourth C: Classic." Greg looked carefully at the fictional character and said, "Who is this guy? What is it that's iconic about Shocker? What is it that really matters?" And according to Weisman it was the powers, the suit, the relationship with Spider-Man. And he and the creators felt that the identity of Herman Schultz didn't have that. He stated that "he's not Otto Octavius and he sure as hell ain't Norman Osborn". He also stated that he is speaking "as a fan, not just a producer" and that he "felt that tying that in with the Enforcers and with Montana worked better for the show".
- Fancy Dan/Ricochet (Voiced by - Phil LaMarr): Fancy Dan is the martial artist of the Enforcers and is shown to be able to dodge Spider-Man's web with ease and can take him in hand-to-hand combat. As Ricohet, his Skill Enhancement Suit allows him to fly around and ricochet off walls
- Ox (Voiced by - Danny Trejo): The brute force of the Enforcers, being able to break Spider-Man's web with ease.
- Fred Myers/Boomerange (Voiced by - Danny Jacobs): Once an athlete who became baseball player until he was accepting bribes from Hammerhead, and was drummed out of the major leagues after being caught. Shortly thereafter, Myers was called by Montana and the Tinkerer who saw the potential of his skills. Myers agreed to join the Enforcers and was given a new costume and an arsenal of
- Sable Manfredi/Silver Sable (Voiced by - Nikki Cox): Sable Manfredi is the daughter of Silvio Manfredi, the crime lord known as Silvermane, and takes the name of Silver Sable. She was once in a relationship with Hammerhead, when he used to work for her father
- /Beetle (Voiced by -):
- Wilson Fisk/The Kingpin (Voiced by - Bobe Joles): A new rival crime lord of NY to Tombstone, Silvermane and Doc Ock. Years ago, everyone thought he was dead until he owned his company, Fisk Industries. Very soon Hammerhead started to work for him as his new second-n-command
- Alistair Smythe (Daran Norris):
- 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.
- Billy Connors (Voiced by -):
- Blacky Gaxton (Voiced by - Steven Blum): Blacky Gaxton is the manager and bookie in the Big Sky Lounge and is one of the men responsible for the creation of
- Vanessa Fisk (Voiced by -): The Kingpin's wife and the mother of Richard Fisk. Also, she is aware that her husband is a crime lord as she spends more time with her son, Richard.
- Ben Parker (Voiced by -):
- Helen Stacy: George Stacy's deceased wife and the mother of Gwen Stacy
- Joan Jameson (Voiced by -): Jonah's wife
- Attack of The Spider-Slayer:
Spider-Man is still fighting crime in New York City, as he faces an army of robots who are hunting him; Unknown to Spidey, Alistair Smythe, Peter Parker's classmate is the one behind the attacks with help from the new BigMan, The Kingpin of Crime.
2. King's Ransom:
As Spider-Man manages to find out the tech was made by Fisk Industries and Alistair, Spidey makes a visit to Fisk's office to find Alistair working there, with the Kingpin of crime.
3. Along Came A Spide\r, Part 1 (Daredevil):
In Part 1, of the crossover, Spider-Man faces his old pal, Electro, as he's out for revenge, as he finds out the Kingpin wants him dead, where Daredevil runs into his old acquaintance, Spider-Man.
3. Along Came A Spider, Part 2 (The Spectacular Spider-Man):
After defeating Electro, Spider-Man and Daredevil encounter Fisk and Smythe, and take the fight to them both.
4. Double Trouble:
Silver Sable returns with a partner, named Fred Meyers, as Sable has a vendetta against Spider-Man for putting her father in prison; Meyers starts remembering his origin throughout his plan.
5. Return of The Enforcers:
Ricochet, Shocker, and Ox end up facing a suicide mission, but luckily, when Shocker is willing to sacrifice himself, it puts Ricochet and Ox on the side to do good to avenge his death.
Morris Bench becomes Hydro-Man, a being made out of water, is tempted on getting revenge on his ex-girlfriend, who's actually Mary Jane; Things between Liz and Peter bring them back as friends.
7. Return of The Vulture:
Vulture returns with a personal vendetta to score with the webslinger.
8. Sting of The Scorpion:
J. Jonah Jameson hires his private investigator, Mac Gargan, to destroy Spider-Man.
9. Kraven's Last Hunt:
Kraven returns to make sure that he concludes his hunt by killing Spider-Man.
10. Armed Vendettas:
Doctor Octopus returns, but ends up killing Bennett Brant, to frame his enemy, Spidey, and have Spidey reveal himself to Betty, when Betty thinks Spidey killed her brother.
11. The Terrible Tinkerer:
Phineas Mason, once Doc-Ock's former assistant, becomes Spidey's most uncanny foe yet.
12. The Menace of Mysterio:
Mysterio returns with a vendetta to help J. Jonah Jameson get his vendetta.
13. Friend or Foe, Part 1:
Sandman and Rhino return as a duo, but are used by Donald Menken, to get a drive, and end up being used by their love for their families.
14. Friend or Foe, Part 2:
The duo ask Spider-Man for help to get their families back, and go up against Menken.
15. The Big Return:
The BigMan and Hammerhead return, with a new recruit to distract Spider-Man, known as Shikata, a swordsmaster who's into killing anyone who gets in her way.
16. A Mark On The Tombstone:
BigMan settles the score on Spidey by freeing Venom onto the city.
17. The BigMan Conspiracy:
In the final twist, Peter is framed by not just BigMan, but by a familiar foe.
18. Return of The Chameleon:
After being pronounced innocent thanks to Matt Murdock, Spidey goes after Chameleon, with help from Daredevil.
19. The Man-Wolf:
John Jameson is no longer Colonel Jupiter, but thanks to Miles Warren, he becomes an unstoppable mutant, called The Man-Wolf.
The Symbiote returns to Eddie, but ends up in Cletus Kasady, with him becoming the most insane venom, known as Carnage.
21. The Clone Saga, Part 1:
Spider-Man encounters Miles Warren, and finds a clone of himself.
22. The Clone Saga, Part 2:
Miles turns himself into the Jackal, as Spidey faces his clone, known as Kaine.
23. The Hobgoblin:
Roderick Kingsley wants revenge on Silver Sable, Rhino, and Hammerhead, but must choose the one person, known as Norman Osborn, who's actually alive.
24. The Gangland Returns:
Silvermane returns to settle the score on Spider-Man for putting him in prison.
25. Return of The Green Goblin:
Green Goblin's back with The Sinister Six on his back. Luckily for Spidey, he has Daredevil, Power Man, Iron Fist, White Tiger, Nova, and Moon Knight to help him defeat the new, improved Sinister Seven.