Ultimate Marvel: Earth-2

Ultimate Marvel: Earth-2 is a comic book series published by Marvel Comics. The series is a reboot to the original Ultimate Comics and a spin-off to The Amazing Avengers.

Premise
Set in the middle of the events of The Amazing Avengers, the series explores more details surrounding the Ultimate Earth-2 and focuses on the battles and adventures of its resident heroes, the Avengers and their allies, before their arrival with the Amazing Avengers' dimension.

Issues
While the story's issues follow one single release order, they are also entitled for their respective titular protagonists with stories usually following a nonlinear narrative (similar to the Marvel Cinematic Universe).
 * See also: Ultimate Marvel: Earth-2/Issues

“Ultimate Spider-Man”
"Alright, everybody. Let's do this again one last time. My name is Peter Parker. I was bitten by a radioactive spider... and for this last one year, I've been the one and only Spider-Man. I’m pretty sure you know the rest. I couldn't save my Uncle Ben, who died right after I was bitten by a spider, but I did carry on the one lesson he taught me: that Great Power will always come with Great Responsibility. Since then, I've been fighting criminals and saving the citizens whenever and wherever I'm needed. So far, no one else knows my secrets except the people I love and trust the most. Those including my aunt May, my cousin Felicia, who's been fighting crime as Black Cat, and my beautiful girlfriend Mary Jane Watson. And so on, whether I'm wanted or not by citizens... even this loudmouth from D.B. J. Jonah Jameson... I will fight for what's right. And let nothing and no one stop me."

- Spider-Man introducing himself to the readers Spider-Man's arc is set in the series' present day period, on which Peter Parker has been Spider-Man for one year since he received his powers from a radioactive spider bite and witnessed his uncle Ben getting killed during a crossfire between Frank Castle's mercenaries and Brock Rumlow's Hydra Ops. The arc focuses on Peter's duties and responsibilities as a normal citizen and as Spider-Man, including his search for answers about his family's past and his battles against several super villains including Green Goblin and Doctor Octopus as well as against criminal and violent activities, such as Homophobia and Genocide of non human beings (including Mutants and Inhumans).

“Ultimate Captain America”
"Very well, troopers... let's do this again just one last time. My name is Steve Rogers. I was subjected to a Super Soldier formula for the U.S. Army... and for a lifetime ago, I've been the one and only Captain America. I’m pretty sure you know the rest. I led an army against Hydra in World War II... until that fateful day when I was frozen in the Arctic ocean for decades... and reported killed in action. Then, I woke up in the modern world. Found still alive by the world's new military unit called S.H.I.E.L.D.. Despite how shocked I was with how drastically the world changed while I was sleep, I continued doing what I do. Serving my country, fighting new threats... and also old threats like Hydra. Also, I may not have my old war colleagues, but I have new ones to lead for the greater good of this world. Because that's what heroes do. And together, we'll do everything it takes to keep the innocents safe."

- Captain America introducing himself to the readers The first arc of Captain America's story happens in the period of World War II, from the moment when Steve Rogers was subjected for the Super Soldier Serum experiment until the moment he was frozen in the Arctic sea. The second arc, which happens sixteen years before the events of Spider-Man's story, starts one week after he wakes up at the modern world and concludes with him meeting and starting a romantic relationship with Carol Danvers.

“Ultimate Tigra”
"Some would call this a horror tale. Because it involves a girl who carries a terrifying secret... involving a ferocious, unstoppable cat creature that strikes fear in the criminals' hearts. But still aspires to do what heroes do. For me, this isn't a horror tale. It's a family history. My name's Mary Jane Watson. For a long time, I've been searching answers about my past. To know who my father is. For a while, I thought it would be just a regular, but beautiful family reunion. But then, it turned out to be something more. Something beyond my most childish imaginations. Still, whatever that is, it turned out to be a revelation of what I really am. And now, I have the means to do what must be done... and what the man I love the most does."

- Mary Jane Watson narrating in the introduction

Tigra's arc happens one year before Spider-Man's arc does; beginning one month after Peter Parker earned his Spider powers and lost his uncle Ben, and focuses on Mary Jane Watson's search for answers about her past and origins and her father's true identity, which leads up to her encounter with her older half-sister Ava Khan and her full transformation into Tigra.

“Ultimate Captain Marvel”
"Alright, let's do this again just one last time, shall we? My name is Carol Danvers. I've been hit by the explosion of a Kree ship engine and absorbed its energy... and for the last twenty years, I've been the one and only Captain Marvel. I'm pretty sure you know the rest. In the first five years of my new career, I traveled around the galaxy, I stopped the Kree from decimating other alien worlds living in the galaxy, worlds including the Skrulls, Shi'ar and more... I made some interesting friends... and (chuckles) I also adopted this alien kitty cat... and resumed what was left of my old life on Earth. Which started by forming this close... I mean really, really close relationship with Earth's first Avenger himself. We got married... and we had a little girl, who grew to be just like us. I know. It's an unbelievable strange thing to happen. But, what can I say? It's another strange thing that does happen. But, still part of what I am now. And will be for now on."

- Captain Marvel introducing herself to the readers

The first arc of Captain Marvel's story begins 20 years before the present day events of the main story, and focuses on Carol Danvers' 5-year-travel across the galaxy to stop the terrorism of the Kree Empire by any means at the same time she looks after Mar-Vell's children, including Anelle's son Skrull/Kree Hybrid Dorrek VIII and her own daughter Marie. The second arc begins after Danvers returns home to resume her old life while facing the new threats to Earth and ends with her meeting Steve Rogers and falling in love with him.

“Ultimate Hulk”
"Hi, Betty. I know it's going to be hard for me to explain... but I know you're gonna believe me. So when that gamma experiment went wrong, I was thought to be dead for three years, but I was infected by it. Now every time I get angry or nervous, I turn into this... a rampaging monster that destroys everything he hates. This monster they call "the Hulk". Ever since then, I've been on the run from the government and the army. Because of some faces who don't want to cure me. Only make a weapon out of me. Worse, even more of me. I'm trying to fix it, I really am. But I need your help. Please. You're the only one I can trust, Betty...."

- Bruce Banner to Betty Lockwood

The first arc of the Hulk's story happens twenty years before Spider-Man's and focuses on Bruce Banner's attempts to find a cure for his Gamma mutation (which he has been working to solve for three years) and his run from the government. The second arc happens 10 years later, on which Banner has married Betty Lockwood and managed to transform into the Hulk without losing his intelligence and native personality.

”Ultimate Ant-Girl”
"Hi, everybody! What'd ya say we do this? My name's Cassie Lang. I'm the daughter of the new Ant-Man Scott Lang. And for this last one month, I've been the one and only Ant-Girl. I got a prototype of the Pym Particle suit as a birthday gift from my dad, and on my first lucky try, I've proven myself as fit as he was of becoming a superheroine like he is. Not bad for a 10-year-old, huh? It's pretty fun, although I do need to carry on the important lessons that my dad and other superheroes learned. Including Spider-Man's lessons about power and responsibility. It's gonna hard, but it's still gonna be fun all the same! Because, like daddy said, this is what heroes do."

- Ant-Girl to the readers Ant-Girl's arc begins one month after her first day as a superheroine. It focuses on Cassie Lang balancing her life as a normal school girl with her goal to follow her father Scott Lang / Ant-Man's footsteps as a superhero prodigy.

“Ultimate Black Panther”
"For many years, our family has worshiped the panther goddess Bast. As the story goes on, close to a million years in the past, the man who would be known as the first Black Panther met her and was granted his own kingdom which was filled with a metal known as Vibranium, which could not be found anywhere else on the planet. "You have found me", she said, "and as a reward, I shall grant you your own land, as well as mystical powers beyond your wildest dreams." She allowed the man to consume her Heart-shaped Herb, breaking all of the man's limits and turning him into the first Black Panther and the first ruler of the kingdom that would one day be known as Wakanda. His son took over when he died. Their son took over when they died, and so on. The Cycle... the Royal Cycle was born. And one day... your time will come when mine ends, T'Challa. Your time to become the king and protector of Wakanda... the Black Panther."

- T'Chaka to a young T'Challa The first arc of Black Panther's story happens five years before Present day events, and focuses on T'Challa's principles as the King of Wakanda and Black Panther, which involves his relationship with family and allies from outside world and his conflict with rogue Wakandans led by his estranged half-brother M'Baku / Man-Ape, who protests on having T'Challa as king and views the people from outside world as menaces. The second arc happens four years later (during the period of Peter Parker's first year as Spider-Man), on which all Wakandans (even M'Baku) have become more confident and less skeptical of the people of outside world and are working for world piece, although T'Challa finds himself in need to deal away with two old enemies of the Wakandan Kings' past: Ulysses Klaue, who had once invaded Wakanda to steal portions of Vibranium (causing mass murder in the progress), and N'Jadaka / Erik "Killmonger" Stevens, who seeks to overthrow T'Challa with his own opinion of how Wakanda should be ruled.

“Ultimate Universe”
The Universe series consists of stories and team-ups between the main or supporting superheroes in individual tales. Certain secrets and stories, such as the principles of Tony Stark as Iron Man, and the beginning of Steve Rogers' romance with Carol Danvers, are also revealed.

“Ultimate Avengers”
The Avengers' stories are split in three arcs. First arc happens 15 years before the events of Spider-Man's story, starting with the Avengers' first teamwork against a common threat and ending with the wedding of Captain America and Captain Marvel, as well as the birth of their daughter Liz. Second arc happens at the same moment Spider-Man's story does. Both arcs focus on the Avengers (Iron Man, Captain America, Captain Marvel, Wasp, Thor, Hulk, and more) battling random threats in the world which no hero can fight alone. Third arc happens one year later, and integrates Spider-Man and Tigra as new members following J. Jonah Jameson's arrest and Ultron's defeat. The arc ends with Spider-Man having a small glimpse of an parallel earth where he is Captain America.

Main

 * Spider-Man / Peter Parker - A 17-year-old teenager who was bitten by a genetically-modified spider during a field trip to Oscorp. While he focuses on both his career as Spider-Man and his normal life as a high-school student, Peter also aspires to be a social support counselor, as he spends his time interviewing and granting support advice for the shy and insecure as well as LGBT people.
 * Appearance: The same as in the original comics. His first Spider-Man suit resembles the one worn by Tom Holland’s character in the Marvel Cinematic Universe. The second one resembles the one worn in the 2018 video game.
 * Tigra / Mary Jane Watson - Peter’s 16-year-old girlfriend and classmate. She is an half-human, half Titanian Tiger hybrid (daughter of F.E.A.S.T. nurse Mary Watson and Titanian Tiger Soto) with the ability to shape-shift into a humanoid tigress with the abilities of Fire and Ice Breath, Hypnosis and the “strength of ten tigers combined” (provided with Superhuman Strength, wall climbing, Superhuman leaping, and able to run and swim in incredible speeds). She can also use a technique called the "Maharaja's Roar", on which she lets out a powerful roar which can conjure wind and fire and summon the astral projection of a tiger head (presumably that of its namesake tiger god). This power can be used in both human and Titanian Tiger form. She initially wore no clothes in her Titanian Tiger form until she was given a new two-piece leotard suit which adapts to her powers after earning membership of the Avengers.
 * Appearance: The same as in the original comics. Her Tigra persona is based on Greer Grant’s variant in the comics, but with the costume colored on blue and added with two golden bracelets.
 * Captain America / Steve Rogers - The leader of the Avengers and a World War II veteran, who was enhanced to the peak of human physicality by an experimental serum and frozen in suspended animation before waking up in the modern world. Along with his iconic Vibranium Shield (which has been his main weapon since World War II), Rogers also wields a pair of special Wakandan gauntlets provided for him by the Wakandan Design Group in memory of king Azzuri. He is a mentor to Spider-Man and his friends, and is married to Carol Danvers, with whom he has a teenage daughter named Liz.
 * Appearance: Based on Chris Evans’ character in the Marvel Cinematic Universe.
 * Captain Marvel / Carol Danvers - An Avenger and U.S. Air Force pilot whose DNA was fused with that of Kree scientist Mar-Vell during an accident, which imbued her with the powers of superhuman strength, energy projection and flight. She is married to Steve Rogers and they have a teenage daughter named Liz.
 * Appearance: Visually a long blonde haired blue eyed woman as in the original comics and wearing a one-piece leotard version of Brie Larson's character in Captain Marvel and Avengers: Endgame. Her attachable mask covers most of her head, but leaves her eyes, mouth and hair fully visible.
 * Iron Man / Tony Stark - The second-in-command and benefactor of the Avengers who is a self-described genius, billionaire, playboy, and philanthropist with electromechanical suits of armor of his own making. He is also a mentor to Peter Parker and frequently helps him with his inventions.
 * Appearance: Based on Robert Downey Jr.'s character in the MCU. His most used armor resembles the nanotech suit featured in Avengers: Infinity War.
 * Wasp / Janet Van Dyne - An Avenger and college student who was bitten by a genetically-modified wasp, granting her the abilities of size-shifting, flight (when small), bio-electricity blasts (or "Stings" as she calls them) and size addition. She can also produce organic Wasp wings in her back.
 * Appearance: Visually a Caucasian young woman with auburn hair and green eyes. Her Wasp suit is a barefoot one-piece leotard version of the one she wore in the Ultimate Comics.
 * Thor - An Avenger and the former crown prince of the destroyed world of Asgard, based on the Norse mythological deity of the same name. While he works on battling crime and potential threats on Earth, Thor also spends his time overseeing and looking after Asgard's refugees who are taking shelter on Earth. He had lost his right eye during a battle against Dark Elf Algrim / Kurse.
 * Appearance: Based on Chris Hemsworth's portrayal of the character in Thor: Ragnarok and Avengers: Infinity War. His hammer/axe Mjolnir resembles Stormbreaker in Avengers: Infinity War and Avengers: Endgame.
 * Hulk / Bruce Banner - An Avenger and genius scientist who, because of exposure to Gamma radiation, typically transforms into a monster when enraged or agitated. After working to either find the cure for his mutation or control his savage alter-ego for 10 years, Banner (with help from Betty Lockwood / Scarlet Witch) managed to balance his two sides with Gamma experimentation, enabling him to combine his normal consciousness and intelligence with the Hulk's strength and physical stature, based on his Earth-616 counterpart's "Professor Hulk" identity.
 * Appearance: Based on Mark Ruffalo's character in the MCU. In his current state, Banner / Hulk eventually resembles Ruffalo's portrayal of the character in Avengers: Endgame.
 * Ant-Girl / Cassandra "Cassie" Lang - A rather enthusiastic, but highly intelligent 10-year-old girl who received a prototype Pym Particle suit as a birthday gift from her father Scott, the current Ant-Man, and became the newest heroine to the world. She had been Ant-Girl for one month after the one-year anniversary of Peter Parker's career as Spider-Man (which is one month after the events of the first issue of Spider-Man's arc). She also idolizes the style of her aunt Janet Van Dyne as Wasp and her cousin Gwen Stacy as Ghost Spider and is always well treated by other young teenage heroes like a little sister. Her suit comes out of a Pym Particle-powered nanotech device on her wrist which she uses to design and redesign her suit.
 * Appearance: Based on Abby Ryder Fortson's character in Ant-Man and the Wasp, but with blonde hair and blue eyes. Her Ant-Girl suit is a one piece violet and white leotard suit detailed after the classic Ant-Man suit seen in The Avengers: Earth's Mightiest Heroes! TV show with a facial violet mask which leaves only her eyes, mouth and hair visible and a tiara with ant antennas.
 * Black Panther / T'Challa Udaku - An Avenger and the genius and very intimidating ruler of Wakanda, an African nation known for its massive amount of Vibranium. T'Challa is the youngest ruler of the country so far and is very protective of his people, though they themselves have mixed feelings on T'Challa due to his willingness to let outsiders into the country. He has many enhanced abilities due to his consumption of the Heart-shaped Herb and is armed with his Vibranium armor and weapons.
 * Appearance: A combination of his Marvel Knights suit and his MCU suit, featuring details such as the mask of his movie counterpart and the cape of his Knights counterpart.
 * Wolverine / James "Logan" Howlett - A member of the X-Men and a Canadian mutant born with hyper-acute, animal-like senses, claws on his hands, and an accelerated healing factor which made it possible to implant a coating of the indestructible metal alloy Adamantium on his skeleton.
 * Appearance: Based on Hugh Jackman's character in the X-Men films.

Supporting Characters

 * Starforce / Elizabeth "Liz" Danvers Rogers - The 15-year-old daughter of Steve Rogers / Captain America and Carol Danvers / Captain Marvel. She is also one of Peter Parker's friends in high-school, Mary Jane's best friend and operates as Starforce, a young patriot with the same physical strengths and powers of her parents as well as an Kree nanosuit provided by her mother which can project Vibranium-powered weapon-based astral constructs. She had first become Starforce at the same day Peter first became Spider-Man as she was also moved by the death of Uncle Ben, who was the first of Peter's relatives whom she was introduced to. Liz also has a good relationship with Ant-Girl, whom she (like other young and teenaged heroes) treats like an little sister.
 * Appearance: Visually, she is a blonde-haired blue-eyed teenage girl. Her Starforce suit is a one-piece leotard similar to her mother's Captain Marvel suit, but detailed after her father's Captain America suit. She also has a facial mask (which leaves only her hair, eyes and mouth visible) with golden googles.
 * White Wolf / Scott Barnes - The 16-year-old grandson of Rogers' old college James "Bucky" Barnes, another of Peter Parker's friends and Liz's boyfriend. After being exposed to a Oscorp formula which grants him the same strengths of Spider-Man and the abilities to communicate with, move, and fight like a wolf, Scott (donning a Vibranium nanotech suit with high tech functions, such as optic blasts and camouflage circuits) became the new superhero White Wolf (which was another code-name his grandfather adopted during World War II). Scott had been White Wolf one month before Peter first became Spider-Man and Liz first became Starforce.
 * Appearance: A teenage variant of Bucky in the MCU. His White Wolf suit is based on the one worn by Hunter in Avengers: Black Panther's Quest.
 * Black Cat / Felicia Reilly - Aunt May's 16-year-old daughter and Peter Parker's younger cousin who, after being infused with the Heart-shaped Herb of Wakanda and receiving a Black Panther suit of her own from King T'Challa and Princess Shuri, became a cat-based vigilante allied to Spider-Man. She is openly a Lesbian in the series and is dating Mary Jane's half-sister Sally. Along with Black Panther's wild cat based attributes, Felicia's Black Cat costume also has special camouflage/color-shifting features which change her hair color from blonde to white an her eyes from blue to green. As Peter's cousin, she was his first successful patient to his support council.
 * Appearance: Visually a blonde-haired blue-eyed teenage girl in her civilian looks. Her Black Cat mantle is based on the one worn by her counterpart in The Amazing Avengers.
 * White Tiger / Ava Khan - Mary Jane's 18-year-old older half-sister who is also a human/Titanian Tiger hybrid and a daughter of Soto with Indian woman Disha Khan. Her powers are the same as Tigra's. Unlike Mary Jane, who discovers her powers in her teenage years and whose form is based on that of a Bengal tiger, Ava discovered her own when she was 12 years old and her form is based on that of a white tiger. Ava had transformed for the first time after witnessing Yusuf being killed by a rogue tribesman who was against the presence of "outsiders" in the tribe. The tribes-people soon worshiped her as the daughter of the tiger god Maharaja, whom they honor as their protector. Also like Mary Jane, Ava wore no clothes in her first transformations until she began wearing a tribal outfit.
 * Appearance: Her human form is the same as Ava Ayala's in the Ultimate Spider-Man TV show. Her White Tiger form is a White Tiger variant of Tigra in the comics. Her tribal outfit is based on the Cheetah's "Minerva's Curse" outfit in Injustice 2.
 * Golden Jaguar / Sally Khan Watson - Felicia's 17-year-old bisexual girlfriend, one of Peter Parker's friends, Ava Khan's younger half-sister and Mary Jane's second older half-sister -daughter of her sisters' mothers- who, due to exposure to an Oscorp experiment with jaguar DNA (which happened at the same day when Peter and Cindy Moon were bitten by a radioactive spider), becomes a humanoid jaguar with the abilities of increased strength, speed and stamina and to absorb both normal and organic energy at will through physical contact. Like her sisters, she wore no clothes in her Golden Jaguar transformation until she begun wearing a new outfit provided for her by Felicia. She was also one of to Peter Parker's patients in his support council, on which Sally used to question her sexuality until she earned Peter's supportive advice with Felicia comforting her.
 * Appearance: In her human form, she is a long haired brunette with green eyes. Her Golden Jaguar form has a Pantanal jaguar skin variant of Mary Jane's form of Tigra. She also wears a bare foot red one-piece leotard with a golden jaguar logo in her chest place.
 * Falcon / Sam Wilson - One of Peter Parker's friends who went on a summer trip in Africa to experience a life of adventure. During his trip, he came across an artifact called the Mask of Horus. Just then, Sam was given a vision of bird life and woke up learning he gained a superhuman intellect, enhanced eyesight, and the ability to communicate with birds. He soon participated the Wakanda Air Games hosted by Zuri and won first place in every single one of them. Impressed by his skills, the Wakandans nicknamed him "Ukhozi" (a Xhosa word which means "falcon"). He was awarded by T'Challa and Shuri a Wakandan flight suit with special functions and arsenal and artificial Vibranium wings which can be summoned at will. Sam now operates as the superhero Falcon and is one of Spider-Man's hero companions and Captain America's trainee and occasional sidekick.
 * Appearance: A teenage variant of Anthony Mackie's character in the Marvel Cinematic Universe. His Falcon suit is a Wakandan-marked version of the suit seen in the films, added with a mask resembling a falcon head and the Vibranium wings resembling the wings of an actual falcon.
 * War Machine / James "Rhodey" Rhodes - An Avenger and officer in S.H.I.E.L.D. and the U.S. Air Force who is Tony Stark's close personal friend. He operates his own prototype of the Iron Man suit, the War Machine armor.
 * Appearance: Based on Don Cheadle's character in the Marvel Cinematic Universe.
 * Marvel Bird / Jean Grey - Logan's wife and a 40-year-old mutant member of the X-Men with Telekinesis and Telepathic abilities.
 * Appearance: An older version of Sophie Turner's character in X-Men: Apocalypse and Dark Phoenix. Her Marvel Bird uniform is a one top leotard version of her Phoenix costume in the comics.
 * Scarlet Witch / Elizabeth "Betty" Lockwood - An Avenger and Banner's fiancee-later-wife who, after exposing herself to a mystical alien ruby which was being experimented on by General Ross' scientists with the illegal OZ formula drug, became a powerful sorceress with reality-warping powers, aiding Banner whenever he needs her.
 * Appearance: Her civilian look is based on Jennifer Connelly's character in Ang Lee's Hulk (2003). Her Scarlet Witch mantle is the same as Wanda Maximoff's red outfit in the Ultimate Comics.
 * A-Bomb / Rick Jones - Janet's boyfriend and college classmate and a Hulk fan who, after partial exposure to Gamma radiation, ended up becoming able to transform into a new version of the Hulk with blue armored skin. Like Banner, he also retains his voice and original personality.
 * Appearance: The same as in the comics.
 * Rescue / Virginia "Pepper" Potts - An Avenger and Stark's equally intellectual wife who wears a weaponized powered exosuit of armor made of Stark's technology.
 * Appearance: Based on Gwyneth Paltrow's character in the Marvel Cinematic Universe. Her Rescue armor is based on the one seen in Avengers: Endgame.
 * Soto - The biological father of Mary Jane Watson and Ava Khan, he is the chief of the Titanian Tigers, a tribe of alien humanoid tigers who were once banished from their home world of Titan by Thanos decades ago.
 * Appearance: His true form consists of being a muscular hulking humanoid tiger with green eyes. He also wears black short pants with a silver belt and a pair of golden bracelets. He also has two human forms: one of a Caucasian man with brown hair and blue eyes (as Mary Jane's father), one based on actor Irrfan Khan (as Ava's father).
 * Ronin / Danny Rand - An Avenger and American ninja who was trained by Shang Chi in advanced martial arts and weapon mastery.
 * Appearance: Based on Finn Jones's character in Iron Fist, but with straight short hair. He sports the same outfit worn by Clint Barton in Avengers: Endgame.
 * Fantastic Four - A crew of astronauts and outer space explorers who developed their powers following a freak accident in space. They soon became another team of the World's greatest heroes, with the purpose of protecting the innocents from random threats which come by and working to maintain peace with other worlds and keep their surrogate family together. They are close allies to the Avengers (most closely Spider-Man).
 * Mr. Fantastic / Reed Richards - The leader of the Fantastic Four and a super genius, who has the ability to stretch his body into different forms and lengths. He is one of Peter Parker's mentors.
 * Appearance: Based on Ioan Gruffudd's character in the 2005 Fantastic Four film and its sequel Rise of the Silver Surfer.
 * Invisible Woman / Susan Storm - A member of the Fantastic Four and Richards' wife, who has the ability to create and manipulate light, allowing her to create force-fields and turn herself invisible. She is also a mother-figure to Peter Parker and his friends.
 * Appearance: The same as in Avengers Unleashed.
 * Human Torch / Johnny Storm - The youngest member of the Fantastic Four and Susan's 25 year-old younger brother, who has the ability to mentally create and manipulate fire and fly. He is Peter Parker's best friend.
 * Appearance: Based on his appearance in the Ultimate Comics.
 * The Thing / Ben Grimm - A member of the Fantastic Four and Richard's best friend, whose body became stone while granting him superhuman strength and durability which match those of the Hulk. He is the team's "muscle man" and pilot.
 * Appearance: The same as in Avengers Unleashed.
 * Moonstone / Marie Danvers - Carol's 20-year-old daughter with Mar-Vell and Liz's older half-sister. Along with her mother's Kree powers, she also possesses Gravity manipulation and phasing abilities. She is a Lesbian and is in love with Wendy Foster.
 * Appearance: A younger variant of her mother. Her costume is a white and silver variant of Carol's Captain Marvel suit.
 * Hulkling / Theodore "Teddy" Altman / Dorrek VIII - Marie's 21-year-old older half-brother, a Skrull/Kree hybrid with the abilities of shape-shifting and flight and also shares the Hulk's powers. He is the son of Kree exile Mar-Vell and Skrull Princess Anelle and is Wiccan's boyfriend. He is also one of Peter Parker's support council patients, on which Teddy sought for Peter's advice about accepting himself as a young gay man and a alien hybrid.
 * Appearance: The same as his Earth-616 counterpart.
 * Wiccan / William "Billy" Kaplan - Thor and Jane Foster's adopted son, a young sorcerer from parallel dimensions and Hulkling's boyfriend. He is also one of Peter Parker's support council patients, on which Billy sought for the same purpose Teddy did.
 * Appearance: The same as his Earth-616 counterpart.
 * Meta-Dino / Humberto Lopez - Ant-Girl's love interest, and a 11-year-old orphaned young mutant Minimal empathic senses and the ability to turn any part of his body into any part of a dinosaur's body. He initially resided on Magneto's Asteroid M along with other homeless mutants, but wanted to explore the world outside as he was not pleased with Magneto's rules and orders about never interacting with humans. Humberto was soon met with Cassie Lang, who was at the time able to reach the Asteroid M undetected through the Quantum Realm's interstellar teleportation holes and begun visiting him in secret to make him comfortable. Later during the X-Men's battle with Magneto and his Acolytes, Cassie visited Humberto one more time. And this time, she encouraged him into joining Xavier's School for Gifted Youngsters. Accepting her advice, Humberto left the Asteroid M to join Xavier's school, where he was accepted to be part of a new and better family.
 * Appearance: Visually a Caucasian boy with green eyes. His Meta-Dino form has the same skin color of his counterpart when his powers are used. His suit is the same as in The Super Hero Squad Show.
 * Magni - Thor and Jane Foster's 11-year-old biological son. He possesses superhuman strength and can manipulate Earth and Lava and wields an Uru battle gauntlet on his right arm.
 * Appearance: He is visually a brown-haired, green-eyed boy with an Asgardian tattoo on his back. He sports brown viking pants with an golden shoulder armor piece for his left shoulder. His gauntlet is a human-sized silver variant of the Infinity Gauntlet.
 * Torunn - Thor and Jane Foster's 9-year-old biological daughter. She shares some of her father's strength and can manipulate plant life. She is also an skilled archer and wields an magic bow which can conjure astral arrows at her will.
 * Appearance: Visually a child variant of her counterpart from the 2008 animated film Next Avengers: Heroes of Tomorrow. She sports a barefoot navy one-piece leotard with the symbol of Asgard on her chest and wears a platinum flower-based tiara.
 * The Phoenix - A Pyrokinetic, Bird-themed Inhuman superhero entity based on the mythical bird from Greek and Roman legends, tales and stories of the same name. She is evoked by the merging between Inhuman twins Angelica Jones (Firestar) and Jessica Jones (Songbird).
 * Appearance: The Phoenix is a human-sized red and orange anthropomorphic figure with yellow eyes, golden wings and a fiery hair.
 * Firestar / Angelica "Angie" Jones - Jessica's 15-year-old twin sister and a young Inhuman with Flight, Superhuman Strength, Stamina and Durability and Pyrokinetic abilities. She and Jessica are two of Peter Parker's friends, Mary Jane's maternal cousins and the two halves of the Phoenix.
 * Appearance: Angelica is visually a brown haired, blue eyed girl in civilian form. As Firestar, she wears a one piece leotard version of her classic comic book costume with her mask replaced for a red star tattoo around her right eye. Her hair color changes from brown to red and bursts in flames as Firestar.
 * Songbird / Jessica "Jessie" Jones - Angelica's 15-year-old twin sister and a young Inhuman with the abilities of Flight, Superhuman Strength, Stamina and Durability, Sound Manipulation and communication with birds. She can also conjure a, aura which changes her hair and eye color respectively from brown and green to blue and violet to hide her identity. She and Angelica are two of Peter Parker's friends, Mary Jane's maternal cousins and the two halves of the Phoenix.
 * Appearance: Her civilian form as Jessica Jones is the same looks of her sister Angelica, but with green eyes. Her superhero form as Songbird is a one-piece leotard version of Melissa Gold's costume in the Earth-616 comics, and her hair color changes from brown to blue with indigo bangs.
 * Shadowcat / Kitty Pryde - A student of Xavier's School for Gifted Youngsters, one of Peter Parker's friends and Mary Jane's 15-year-old younger cousin who has raised by her aunt Mary Watson since her parents were needlessly killed by William Stryker. Kitty is a young mutant with the abilities to phase through matter and walk through solid objects (she can also fuse with and hide within the shadows of other living beings and subjects with this power), shape-shift into a humanoid Linx with increased strength and speed and communicate with felines (both domestic and wild cats). Like her cousins in their werecat forms, she initially wore no clothes in her Linx form (as noted by Jean Grey, who at one point acknowledged that Kitty was "naked for one week straight" since she first transformed) until she begun wearing a X-Men uniform which adapts to her powers. Later, during an encounter with the Metagirls, Kitty begun seeing herself as a Lesbian like Felicia Hardy (as Kitty noticed Aquaria passionately flirting with her). Despite initially insecure, she found acceptance of her sexuality thanks to a therapy she had in Peter's support council.
 * Appearance: Her normal look is based on her looks in X-Men: Evolution. Her humanoid linx form is similar to Mary Jane's Tigra form, but detailed after a . Her X-Men uniform is a barefoot two piece black leotard with an X-Men logo in the chest area.
 * Ms. Marvel / Kamala Khan - Ava's 12-year-old younger half-sister who was born from Ava's mother and a tribesman from a village near their beach house. She was 6 years old in the year her father was killed and Ava first became White Tiger. Six years later, Kamala soon learned of her own origins as an Inhuman descendant when a Terrigen Mist awakened her Size/Shape-shifting powers, which she now uses to take on her superhero idol Captain Marvel's former alias of Ms. Marvel. She is also Gwen Stacy's best friend (with both surprisingly sharing the same age and birthday date), and has been Ms. Marvel one month before Gwen became Ghost Spider.
 * Appearance: Visually the same as in the comics. Her Ms. Marvel costume is a one piece leotard version of the one seen in Iago PUC's Avengers Animated Trilogy and Avengers Unleashed, added with a red waistband.
 * Ghost-Spider / Gwen Stacy - The 12-year-old daughter of the deceased Commissioner Stacy and Cassie Lang's maternal older cousin, who has a good relationship with Peter and his friends, whom she enjoys spending time with. She was 2 years old when her father was killed by William Stryker and her mother first became Madame Web. She later assumed the mantle of Ghost Spider after being bitten by a radioactive spider. She is Kamala Khan's best friend (with both surprisingly sharing the same age and birthday date), and had been Ghost-Spider six months before Cassie first became Ant-Girl.
 * Appearance: Based on her looks in Ultimate Spider-Man vs. the Sinister 6, but wearing a one piece leotard version of her costume with a face mask similar to the one worn by Anya Corazon's Spider-Girl alias in the comics.
 * Iron Owl / Teresa Parker - Peter Parker's long lost 13-year-old younger sister who was born eight months after her parents left Peter to the care of Uncle Ben and Aunt May. On the wake of her parents' death by the hands of terrorists working for Obadiah Stane, Teresa took up her father's secret project, which includes technology resources from both Stark Industries and the Kree Empire and serums with Owl DNA. Soon after, she donned a new Owl-shaped flight armor suit (which includes the same functions of Tony Stark's Iron Man suit, as well as camouflage and phasing functions) and begun to operate as the new superheroine Iron Owl in hopes of bringing the murderers of her parents to final justice and reuniting with her brother.
 * Appearance: Visually a young girl with dirty blonde hair and blue eyes. Her Iron Owl suit is a one piece leotard silver variant of the Ironheart suit in the comics added with platinum wings and a golden mask with the shape of a Barn Owl face.
 * Kid Arachnid / Miles Morales - A 13-year-old Midtown High student who idolizes Spider-Man. He became Kid Arachnid after being bitten by an advanced clone of the spider which gave Peter Parker his spider-powers. He currently acts as Spider-Man's sidekick. He also has a crush on Ms. Marvel, who feels the same for him, and has been Kid Arachnid for two weeks before Ms. Marvel earned her powers.
 * Appearance: The same as the original character in the comics, but with the lips and hair left visible in the mask.
 * Quicksilver / Riley Turner - Miles' 13-year-old best friend and a Midtown High student who idolizes Spider-Man. He became Quicksilver after being hit to a Vibranium particle beam which was triggered during the crossfire between the Ravagers and Crossbone's mercenaries in Oscorp. As a result, he developed the ability to move at light-speed. He now battles crime alongside Miles (as Kid Arachnid), Ms. Marvel and Ghost-Spider (who develops a deep loving crush on him).
 * Appearance: Visually a brunette with green eyes. His Quicksilver attire is a bodysuit detailed after the outfit worn by Pietro Maximoff in Avengers: Age of Ultron and has a facial mask (which leaves only his hair, eyes and mouth visible) with silver googles.
 * Patriot / Luke Potts Stark - The 15-year-old son of Tony Stark and Pepper Potts who sports his own Iron Man suit, which has the colors of the U.S.A. flag. He is also one of Peter Parker's friends and one of Spider-Man's superhero companions.
 * Appearance: Visually a teenaged version of his father with reddish-brown hair. His Patriot armor is based on the Iron Patriot suit seen in Iron Man 3.
 * Wave / Michelle Starr - One of Peter Parker's friends and an aspiring professional swimmer who (due to exposure to an Oscorp Super Soldier formula which accidentally fell in a Oscorp pool she was swimming at for experimentation during the shootout between the Ravagers and Crossbones' mercenaries) developed water-bending abilities and superhuman speed running and swimming. Despite terrified with her mutations, Michelle became inspired by Peter's heroic actions as Spider-Man and became the new heroine Wave. She normally spends her nights in a beach house bought for her by her father in Malibu.
 * Appearance: Visually based on Zendaya's character in the MCU, but with long straight hair and green eyes. Her Wave costume is a two-piece dark green barefoot leotard with golden stripes, a dark blue mask which covers only her mouth, a tiara similar to the one worn by Pearl Pangan in the comics and golden bracelets and leg-laces with razor blades. Her Wave alterego also has a collection of dark blue virtual tattoos consisting of a trident in her belly, bladed stripes in her shoulders, legs and torso, and two crossed swords in her forehead.
 * Ant-Man / Scott Lang - Cassie's father, an Avenger and the second Ant-Man after Dr. Hank Pym. He had been Ant-Man for 5 years before his daughter first became Ant-Girl.
 * Appearance: Based on Paul Rudd's character in the Marvel Cinematic Universe.
 * The Dragonfly / Hope Van Dyne - Cassie's mother and Janet's older sister. She is also an Avenger and the super-heroine Dragonfly, equipped with a Pym Particle suit of her own with wings, camouflage functions, Bio-electric energy blasts, flamethrowers and extendable claws on her gloves.
 * Appearance: Based on Evangeline Lilly's portrayal in Ant-Man and the Wasp and Avengers: Endgame. Her Dragonfly suit is a green, yellow version of the Wasp suit seen in Ant-Man and the Wasp.
 * Midgard Enchantress / Jane Foster - Thor's wife and Wiccan's adoptive mother, she is a half human, half Asgardian sorceress, daughter of a human scientist with one of the Asgardian sorceresses.
 * Appearance: Based on Natalie Portman's character, but with blue eyes. Her Asgardian attire is an blue, cyan and white variant of the first outfit worn by Amora the Enchantress in Avengers: Secret Wars.
 * Beast / Dr. Hank McCoy - A mutant with leonine attributes, prehensile feet and superhuman physical abilities. Hank acts as a teacher in Xavier's school and he builds inventions for troubled students and is the builder of the X-Jet. He is also Peter Parker's science teacher as well as one of the first few to know Peter is Spider-Man and acts as one of his mentors.
 * Appearance: Based on Kelsey Grammer's character in X-Men: The Last Stand.
 * She-Hulk / Jennifer "Jen" Walters - Banner's cousin who, after being critically wounded in an car accident, was given an emergency blood transfusion which transformed her into the heroic She-Hulk. She is best friends with Betty and enjoys spending time with her cousin's children. She is married with Groot, with whom she has three children.
 * Appearance: The same as in the comics with her A-Force leotard.
 * Triton - A young Inhuman Atlantean who has the ability to live underwater, communicate with fish and water animals and is a skilled fighter. He was cast to exile by Namora for being an Inhuman (as Inhumans were once at war with the Mutants in the past) much to Lady Elanna's sadness and remorse, and was eventually forced to live in the surface world. He found refuge in the pool of Michelle Starr's beach house (and later her house when Michelle discovered him and allowed him to stay with her).
 * Appearance: Visually a teenaged variant of the Asset (played by Doug Jones) in Guilhermo Del Toro's The Shape of Water.
 * Doctor Stephen Strange - A former neurosurgeon who, after a horrific career-ending car accident which led him to a journey of healing, discovered the hidden world of magic and alternate dimensions, and became a Master of the Mystic Arts, and the Sorcerer Supreme. He is a close ally to the Avengers.
 * Appearance: Based on Benedict Cumberbatch's character in the Marvel Cinematic Universe.
 * Wong - One of the Masters of the Mystic Arts, tasked with protecting some of Kamar-Taj's most valuable relics and books. He also happens to be a prophet, as he predicted certain events of the future during his certain for answers about Earth's upcoming conflict with Thanos.
 * Appearance: Based on Benedict Wong's character in the Marvel Cinematic Universe.
 * Madame Web / Helen Van Dyne Stacy - Gwen's mother, Cassie's maternal aunt and Janet and Hope's older sister. She also happens to be one of the Masters of the Mystic Arts, tasked with watching over parallel universes and dimensions through a mystic wall known as the Web of Reality. On the wake of her husband's murder by William Stryker, Helen had entrusted her sister Hope to look after Gwen to prevent her daughter's involvement with Helen's duties as a Master of Mystic Arts "until Gwen was ready" (as Wong predicted).
 * Appearance: Based on actress Judy Greer. Her Madame Web suit is a barefoot one piece red dress with web-like features and the logo of the Eye of Agamotto in the chest place.
 * Shuri Udaku - T'Challa's younger sister and the Princess of Wakanda who designs new technology for her country. She is best friends with Felicia Reilly and, like Peter Parker, also aspires to be a social support counselor.
 * Appearance: Based on Letitia Wright's character in Marvel Cinematic Universe. Her costume is based on the one worn during the final battle in Black Panther.
 * Ramonda Udaku - T'Challa and Shuri's mother, the Queen Mother of Wakanda.
 * Appearance: Based on Angela Bassett's character in Black Panther.
 * Everett K. Ross - A member of the Central Intelligence Agency allied with T'Challa.
 * Appearance: Based on Martin Freeman's character in Black Panther.
 * Okoye Juamba - An "extremely proud" Wakandan traditionalist from the Border Tribe who is the head of the Dora Milaje, Wakanda's all-female special forces and T'Challa's bodyguards.
 * Appearance: Based on Danai Gurira's character in Black Panther.
 * W'Kabi Tachiki - A confidant to T'Challa and his best friend who is the head of security for the Border Tribe, serving as the first line of defense for Wakanda.
 * Appearance: Based on Daniel Kaluuya's character in Black Panther.
 * Monica Lynne - T'Challa's longtime love interest and an American reporter.
 * Appearance: The same as in the comics.
 * Zuri Okomo - An elder statesman of Wakanda and the keeper of the heart-shaped herb.
 * Appearance: Based on Forest Whitaker's character in Black Panther.
 * Storm / Ororo Munroe - A mutant and member of the X-Men with the ability to manipulate weather.
 * Appearance: Based on her appearance in Wolverine and the X-Men.
 * Brother Voodoo / Jericho Drumm - A Master of the Mystic Arts, the Houngan Supreme and the master of the voodoo arts who is Doctor Strange's African counterpart.
 * Appearance: Same as in the comics.
 * Blade / Eric Brooks - A half-human, half-vampire hybrid who hunts vampires and is usually referred to as "the Daywalker" by most people.
 * Appearance: Based on Wesley Snipes' character from the Blade series.
 * Elsa Bloodstone - A young human who gained superhuman strength and immortality from a magical stone. She is Blade's romantic partner and battles and hunts monsters with her vast arsenal of weapons.
 * Appearance: Visually the same her Earth-616 counterpart.
 * Snow Leopard / Patricia "Trish" Walker - A 17-year-old aspiring Winter Olympics sport girl who, after exposing herself to cryogenic chemicals and becoming the host of a snow leopard's magic spirit, ended up transformed into a humanoid snow leopard with physical strengths of Tigra and Ice manipulation. Like Tigra and her sisters initially, she wears no clothes in her new form. However, unlike Mary Jane's transformation, Trish's transformation is presumably permanent.
 * Appearance: An older variant of Maria Lewis' version in Agents of W.A.D.E..
 * Blue Marvel / Adam Brashear - A former scientist of Roxxon who became a super-powered figure due to exposure to Anti-Matter energy during an expedition on the Negative Zone. He is one of Carol Danvers's colleges and old friends and is Liz's godfather.
 * Appearance: Based on his look in Adam: Legend of the Blue Marvel.
 * Valkyrie / Wendy Foster - Thor and Jane Foster's 21-year-old older daughter and a skilled warrior with Asgardian strength which matches those of the Hulk and others. She wields her Uru sword Dragonfang, which she can telekinetically summon to her hand (just like Mjolnir for Thor), and has a telepathic link with her flying horse Aragorn. She is a Bisexual and is in love with Marie Danvers.
 * Appearance: Visually based on Mary Jane Watson in the 2018 Spider-Man video game. She sports an Asgardian armor based on the one worn by Sif in The Avengers: EMH!.
 * Aragorn - A Asgardian flying horse whom Wendy is telepathically linked with.
 * Appearance: The same as in the comics.
 * Natasha Romanoff - A Russian ballet instructor and Mary Jane's teacher, who also acts as a sympathetic mother-figure for Mary Jane.
 * Appearance: Based on Scarlett Johansson's character in the Marvel Cinematic Universe.
 * Shadow Widow / Cindy Moon - A young Inhuman who had developed her spider powers after being bitten by the same spider which bit Peter Parker before it died. When her Inhuman powers manifested from a Terrigen Mist bomb triggered by Captain Ultra during a staged fight against the Masters of Menace, Cindy was transformed into a centaur-like half-human half-spider creature. Horrified by her transformation, Cindy isolated herself in a cave at a nearby jungle as her parents became hateful of the Jamesons, whom they blamed for Cindy's condition. After months of solitude, Cindy regained confidence after an encounter with Ant-Girl (whom Cindy recognized as Cassie Lang, who she babysitted five years ago and had a soft spot for) and Spider-Man (whom she recognized as Peter Parker, who has been a friend of hers for a long time) and decided to act as a heroine in New York, adopting the alter-ego "Shadow Widow". Along with the same powers and abilities of her Earth-616 counterpart, Shadow Widow also has Miles Morales' unique abilities of Camouflage and Venom Strike as well as Adamantium retractable claw nails (similar to Lady Deathstrike) and acid breath.
 * Appearance: Visually the same as her Earth-616 counterpart. Her Shadow Widow form has a spider's abdomen with four spider legs (similar to the Lady featured in Brothers: A Tale of Two Sons and the Driders in Dungeons and Dragons), small red horns, and pointed, elven ears. She sports a red tube top, a grey necklace with Spider-Man's logo and a leaf tiara with a rose in the left.
 * The Metagirls - Six genetically-modified element-themed metahuman girls created by Marla Madison (whom they view as their "mother") with her own DNA combined with those of individual human women whom the girls are physically cloned from, and energy extracted from alien crystals powered by the elements associated to the girls. The six were created by Marla on the wake of her grief over her daughter Joana's murder and for the purpose of becoming her true family, although the progress also killed Marla herself. Along the way, they met Spider-Man, whom they became very friendly with after learning of his identity of Peter Parker, the young man who voiced support for Joana before her death. They soon became inspired by the young hero's actions and decided to use their powers to become super-heroines themselves.
 * Appearances: While each of them has her own unique looks, all six have large pony-tail hairstyle and sport barefoot one-piece leotards (each in a different color with a stripe down the middle and the symbol of its user's signature element in the chest area).
 * Magma - The leader of the Metagirls who can create and manipulate fire and heat and regenerate her health. She was cloned from Marla herself and New York Sun intern Betty Brant, whom Magma is secretly dating.
 * Appearance: She is visually a brunette with green eyes and red lips. Her costume is a one-piece red leotard with a black stripe down the middle and a golden fireball as her suit symbol.
 * Aquaria - A member of the Metagirls who can manipulate water and breath underwater. She was cloned from Marla herself and her lab assistant Anne Weying. She is shown to have romantic feelings for Shadowcat, who eventually begun dating her in secret.
 * Appearance: She is a blonde-haired, blue-eyed girl a few inches shorter than her sisters. Her costume is a one-piece cyan leotard with a blue stripe down the middle and a golden sea wave as her suit symbol.
 * Gaia - A member of the Metagirls who can manipulate earth and has Superhuman strength and stamina. She was cloned from Marla herself and Miles Morales' mother Rio. She is named after the mother of the 12 Titans in Greek mythology. Viewing Rio as her mother, she also treats her template's son Miles as a brother.
 * Appearance: She is a teenage version of Rio Morales and a few inches taller than her sisters. Her costume is a one-piece green leotard with a black stripe down the middle and a golden mountain as her suit symbol.
 * Kaze - A member of the Metagirls who can manipulate wind, conjure tornados and fly. She was cloned from Marla herself and police captain Yuri Watanabe, whom she views as her own mother. Her name derives from a Japanese word which means "wind".
 * Appearance: She is visually a black-haired and brown eyed girl of Asian descent. Her costume is a one-piece violet leotard with a indigo stripe down the middle and a golden cyclone as her suit symbol.
 * Molniya - A member of the Metagirls who can manipulate electricity and technology, conjure lightning and teleport. She was cloned from Marla herself and Mary Jane's ballet teacher Natasha Romanoff. Her name derives from a Russian word which means "lightning".
 * Appearance: She is a teenage version of Natasha Romanoff. Her costume is a one-piece yellow leotard with a orange stripe down the middle and a golden lightning bolt as her suit symbol.
 * Iclyn - A member of the Metagirls who can manipulate ice and cold. She was cloned from Marla herself and female Ice Elf Elphane. She was the only one of her sisters who was not cloned from another human woman besides Marla.
 * Appearance: She is a snow white-skinned girl with cyan hair and eyes and pointed, elven ears. Her costume is a one-piece silver leotard with a dark grey stripe down the middle and a golden snowflake as her suit symbol.
 * Kid Kaiju / Hiro Hamada - A 16-year-old robotics prodigy, a young Inhuman with the ability to literally bring his artistic drawings to life, and one of Peter's closest colleagues and friends. He is also one of the first few to know Peter is Spider-Man and helped design his web-suit. He is also in a romantic relationship with Carlie, and is shown to be a fan and expert on Kaijus, which served as a great influence for his inventions.
 * Appearance: Based on Ryan Potter's character in Disney's Big Hero 6. His Kid Kaiju uniform is based on the one worn by Kei Kawade in Monsters Unleashed, added with golden googles.
 * Baymax - Hiro's A.I. program who frequently takes two different robot forms. One being an inflatable robot built as a medical assistant, the other being a combat robot based on a Kaiju dragon.
 * Appearance: Officially no form, though his medical robot body is based on Scott Adsit's character in Disney's Big Hero 6 and his robotic Kaiju form is based on his counterpart from the original comics.
 * Redwing / Carlie Cooper - A 15-year-old robotics prodigy who (due to exposure to an mystical bird-based alien gem) became able to communicate with birds of prey (also earning the speed and eyesight of a peregrine falcon and the strength of an eagle) and begun to operate in her own red-winged flight suit. She is one of Peter's closest colleagues and friends. She is also one of the first few to know Peter is Spider-Man and helped design his web-suit. She is also in a romantic relationship with Hiro, and is shown to be a fan of feature films which feature robots and technology such as WALL-E and Transformers, which served as a great influence for her inventions.
 * Appearance: A teenage version of her counterpart from the Earth-616. Her Redwing suit is a one-piece red leotard with white perforated skintight pants above it, red boots, a pair of crimson wings and a red and white mask (which conceals most of her head, except her hair, eyes and mouth) with a platinum tiara.
 * Jocasta - Carlie's A.I. program who acts as her assistant. Like Baymax, Jocasta frequently takes two different robot forms. One being an female human-shaped android for medical assistance, the other being a sleek robot probe designed for scientific researches which moves using anti-gravity technology and is equipped with scanners, specimen storage and a plasma cannon.
 * Appearance: Like Baymax, she has officially no form, though her humanoid robot form is based on her appearance in the comics and her robot probe form shares the same details of EVE in Disney/PIXAR's WALL-E.
 * Talon / Laura Howlett Grey - Logan and Jean's 11-year-old daughter who shares her father's mutant abilities and has the ability to sense weak points of organic lifeforms and other subjects thanks to her mother's psychic powers. She and her sister Sophie are two students aof Xavier's School for Gifted Youngsters and friends with Cassie Lang / Ant-Girl.
 * Appearance: A younger variant of X-23 in Marvel vs Capcom 3: The Fate of Two Universes and Ultimate Marvel vs. Capcom 3. Her Talon uniform is a barefoot one piece black leotard with the X-Men logo on her chest.
 * Silver Swan / Sophie Howlett Grey - Logan and Jean's 10-year-old younger daughter who shares her mother's telepathic and telekinetic abilities and has can also change her entire body into hard Adamantium (thanks to her father's Adamantium attributes) form which grants her superhuman strength, stamina, psionic immunity, and durability. She and her sister Laura are two students of Xavier's School for Gifted Youngsters and friends with Cassie Lang / Ant-Girl.
 * Appearance: A pony-tailed blonde-haired, blue eyed girl a few inches shorter than Laura. Her Silver Swan uniform is a one piece white leotard with white ballet shoes, a pair of white arm laces and a cyan gem in the chest place.
 * Omega Pack - A group of super-powered young superheroes composed of the children of the Hulk and Scarlet Witch.
 * Zero-G / Alex Banner Lockwood - The 9-year-old leader of the Pack and the eldest of the Hulk's children, who can manipulate anti-gravitational fields which can cancel gravity.
 * Appearance: The same as in the 2005 All ages miniseries and animated after the males in the comic.
 * Lightspeed / Julie Banner Lockwood - A 8-year-old member of the Pack and the second eldest of the Hulk's children, who has superhuman strength and can fly at the speed of sound which also creates a stream of refracted light like a rainbow as well as hover in the air.
 * Appearance: The same as in the 2005 All ages miniseries (but wearing a one piece leotard version of her costume) and animated after the females in the comic.
 * Mass Master / Jack Banner Lockwood - A 7-year-old member of the Pack and the second youngest of the Hulk's children, who is a thrill-seeker and has the power to control his body's density molecules at will.
 * Appearance: The same as in the 2005 All ages miniseries and animated after the males in the comic.
 * Energizer / Katie Banner Lockwood - The 6-year-old youngest of the Pack and the Hulk's children, who can shoot power orbs and beams of energy from her body.
 * Appearance: The same as in the 2005 All ages miniseries (but wearing a one-piece leotard version of her costume and the pigtails replaced for a ponytail hair and pink tiara) and animated after the females in comic.
 * Meteorite / Anya Corazon - The Hulk and Scarlet Witch's 11-year-old adopted daughter who was raised as an infant after the Abomination's rampage resulted in the death of her parents. She soon became Meteorite after being exposed to the energies of an Asteroid shard which contains duplicated energy from her adoptive parents' powers, granting her the abilities of flight, increased physical strength, phasing and to absorb and redirect energy. She has been Meteorite at the same period Kamala Khan first became Ms. Marvel.
 * Appearance: Visually a child version of her counterpart from the comics. Her Meteorite suit is based on Carol Danvers' Ms. Marvel costume, but without the mask and with the suit colored white and the golden lightning bolt replaced for a cyan star.
 * Werefox / Katherine "Kit" Renner - Cassie's best friend and a 9-year-old child fan of superheroes (mostly Captain Marvel). She was revealed to be a half-Mutant, half Inhuman hybrid with the ability to shape-shift into a a humanoid red fox with the abilities to absorb other metahumans' powers or powerful devices with her jaws and claws; the progress also overloads the metahumans' powers and the results are either deadly or just painful. She also has a rather loving relationship with Lockjaw, who is currently her house pet and guardian.
 * Appearance: The same as her Earth-616 counterpart. She normally wears a Captain Marvel costume based on the one worn by Danvers in this reality. Her Werefox form is the same of Rosy Barsi in Avengers Unleashed.
 * Aunt May Reilly - Peter's aunt and Felicia's mother who is supportive to their roles as heroes. She also works as a nurse and chief at F.E.A.S.T. (Food, Emergency Aid, Shelter and Training), a company of charity to help the homeless and underprivileged.
 * Appearance: Based on Marisa Tomei's character, but with blonde hair and green eyes.
 * Mary Watson - Mary Jane's mother. She also happens to be a Bisexual and once enamored Ava Khan's mother Disha, with whom she had Sally, before enamoring Soto, with whom she had Mary Jane.
 * Appearance: An adult variant of Mary Jane Watson.
 * Muneeba "Disha" Khan - Ava Khan's mother and the first human who enamored Soto and learned of his true self as a Titanian Tiger. She also happens to be a Bisexual and once enamored Mary Jane's mother Mary, with whom she had Sally. Later on, she moved with Ava to a beach house in Hanakapiai Beach, Kauai, Hawaii, and became the honorary member of a nearby tribal village where she enamored tribesman Yusuf, with whom she had Kamala.
 * Appearance: An adult variant of Ava Khan.
 * Tristan - Peter Parker's A.I. assistant who operates his technology and Spider-Man suits. He usually uploads himself into other robotic forms (controlled by both ally and enemy forces) to help Peter in his battles. Tristan's consciousness is contained in a platinum disc which only Peter and those with Spider-Man's technology can wield.
 * Appearance: Like Baymax and Jocasta, he has no official form of his own.
 * Yuri Watanabe - A S.H.I.E.L.D. commander and the captain of the New York Police Department. She is a close ally to Spider-Man and a keeper of his secret identity of Peter Parker.
 * Appearance: Based on her looks in the 2018 Spider-Man video game.
 * Rio Morales - Miles' mother and a friend and colleague of Aunt May in F.E.A.S.T..
 * Appearance: Based on her counterpart from Earth-1610.
 * Jefferson Davis - Miles' father and a officer in the N.Y.P.D. and S.H.I.E.L.D. who works closely with Watanabe.
 * Appearance: Based on Nick Fury's looks in Captain Marvel.
 * Clint Barton - An officer and S.H.I.E.L.D. agent who works for Watanabe. He is shown to be rather aggressive and short-tempered with certain convicts (including Flash Thompson, whom Barton even beats up violently for harassing his daughter Edith in a restaurant), but also gets along well with the innocents. He also shows respect for Earth's superheroes.
 * Appearance: Based on Jeremy Kenner's character in the Marvel Cinematic Universe.
 * Betty Brant - A graduate at Columbia University and a rookie intern at New York Sun. She also happens to be a spy working for S.H.I.E.L.D. under Maria Hill's wing. Brant is also a Bisexual, and is secretly enamoring her genetic clone Magma.
 * Appearance: A younger version of Elizabeth Banks' character in Sam Raimi's Spider-Man trilogy with green eyes.
 * Maria Hill - A high-ranking agent of S.H.I.E.L.D. who works closely with Nick Fury.
 * Appearance: Based on Cobie Smuldlers' character in the Marvel Cinematic Universe.
 * Nick Fury - The director of S.H.I.E.L.D. who originally recruited the Avengers and continues to be a mentor and benefactor for the team.
 * Appearance: The same as in the Ultimate Comics.
 * Venom / Jack Thompson: A agent of S.H.I.E.L.D. who became the host of an alien Symbiote which imbues him with super-human abilities and the alter-ego of "Venom" as long as he and the Symbiote share the same body. He is Flash Thompson's estranged paternal uncle, who disapproves his nephew's rebellious delinquent attitude, which Jack blames on his brother (Flash's father), and views Peter Parker as a better nephew.
 * Appearance: Based on Joe Manganiello's interpretation of Flash Thompson in Sam Raimi's Spider-Man trilogy. His Venom form is based on Tom Hardy's variant in the 2018 Venom film.
 * Star-Lord / Nathan "Nate" Quill - A Midtown High student and aspiring astronaut who ended up infused with the energies of an alien gemstone which grants him a symbiotic link with a special star-shaped emblem of alien technology which provides him an special space suit, granting him interstellar abilities (flight, elemental manipulation (Earth, Wind, Fire and Water) and sword and shield astral construct projection) and allows him to summon a highly advanced star-ship. He is also a friend of Peter Parker and keeper of his identity of Spider-Man, whom he views as role model. His suit comes from the Star emblem, which can be activated once Nate puts it in his chest. He also has a telepathic link with cosmic-powered bulldog Drax the Destroyer.
 * Appearance: A teenaged version of Chris Pratt's character Peter Quill / Star-Lord (but with brown hair and green eyes) in the Marvel Cinematic Universe. His Star-Lord suit is based on the Ravager uniform of Stakar Ogord in Guardians of the Galaxy Vol. 2 and has a helmet based on the one worn by his counterpart from The Avengers: Earth's Mightiest Heroes.
 * Gamora / Zoe "Zoey" Gillan - A teenage Chameliel, an alien shapeshifter with superhuman strength and agility, wall-crawling, an accelerated healing factor and the ability to absorb and redirect energy. She is also a master martial artist and talented weapon expert. As a very young child, she was rocketed away from her home planet by her parents during a civil war they did not want her to take part in. Taking shelter on Earth, she took the shape of a human girl and started a life with the Gillan family, earning the name Zoe. As she got older along the way, she became inspired by the actions of Earth's superheroes and became one herself while using her real name Gamora as her superhero code-name. She later befriended Spider-Man and his friends and fell in love with Nathan Quill, with whom she is now romantically paired with. She also shares Nathan's passion for music, and mostly dances with him when hearing romantic songs.
 * Appearance: Her true form is a teenaged variant of Zoe Saldana's character in the Marvel Cinematic Universe with blue eyes and elven ears. Her human form of Zoe Gillan is that of a blonde haired and blue eyed teenage girl. Her superhero uniform is a crimson one-piece leotard with golden armor shoulder pieces, silver bracelets, red boots and a sapphire in the chest area.
 * Red Owl / Lana Rose - Teresa Parker's roommate and Norman Osborn's 16-year-old estranged niece who battles crime equipped with a special flight suit of technology from both Wakanda and Stark Industries. Her suit has the same functions of Teresa's Iron Owl suit, but powered by a Vibranium shard which enables her to perform sonic attacks, and added with optic beams in her helmet. Despite her hatred for Norman, Lana still loved her cousin Harry and respected the fact he was gay before his death by Norman's own hands. She also happens to be a Lesbian herself who has an strong affinity for other women and girls, as she was shown constantly flirting with Teresa, whom she nicknames "cutie" and normally kisses in the forehead and cheeks during bedtime. She is also shown to be romantically involved with the Vibranium Goblin, who constantly vows to protect and love her.
 * Appearance: Visually a large straight brown-haired, green eyed teenager. Her Red Owl suit is a one piece leotard version of her traditional counterpart's Vibranium Goblin armor with crimson wings, and a helmet resembling the head of a Barn Owl.
 * Rocket Raccoon / Chris Cooper - Carlie's deceased father and a S.H.I.E.L.D. sergeant who was killed helping stop an invading Hydra patrol from attempting to assassinate J. Jonah Jameson, whom Carlie blamed for her father's death. It was also revealed that Arnim Zola / M.O.D.O.K. had also transferred sergeant Cooper's mind and consciousness into a super-computer for his future experiments. After learning of this, Carlie (with help from Spider-Man) managed to sneak into Zola's lab and retrieve the flash-drive containing her father's consciousness and transferred it into Mech-89P13, a android body resembling a anthropomorphic raccoon and composed of Kree technology, also earning the advanced abilities of a robot/machine, such as Technopathy, increased strength and durability, and shape-shifting into a small, but unstoppable rocket. Chris adopted the alter-ego of Rocket Raccoon.
 * Appearance: His human form is based on actor Bradley Cooper's interpretation of Chris Kyle in American Sniper. As Rocket Raccoon, he is an silver android visually designed after his counterpart from the comics with blue robotic eyes and the colors of an U.S. army uniform. His rocket form resembles a model Space Shuttle.
 * Drax the Destroyer - Once a regular bulldog who was selected as the pilot of an experimental NASA space capsule during the space race and was set to be one of the two first dogs (along with his adopted brother Lockjaw) in space, a crack in the ship's hull created an explosion which hurled Drax and Lockjaw towards a radioactive energy imbalance. As a result, he became able to transform into a feral alien beast with the abilities of increased strength, teleportation and to shoot nuclear energy from his mouth. Two years later, he and Lockjaw were soon found and retrieved by Nathan Quill during his first adventure in space as Star-Lord and, Drax became his loyal companion after they developed a telepathic link as Lockjaw stayed with Kit Renner. Despite his somewhat hostile, aggressive nature, he is also very friendly to Nathan's friends, including Gamora and Spider-Man.
 * Appearance: His true form is the same as a regular bulldog. In his feral form, he is twice bigger than in his regular size and has a grey skin, red stripes, sharper fangs and four yellow eyes.
 * Lockjaw - Drax's adopted brother and a Saint Bernard dog who was selected as the co-pilot of an experimental NASA space capsule during the space race and was set to be one of the two first dogs (along with Drax) in space, until a crack in the ship's hull created an explosion which hurled Drax and Lockjaw towards a radioactive energy imbalance. As a result, Lockjaw became able to fly, create astral projections and teleport himself and anyone around him at will with a celestial aura he conjures around himself. Two years later, he and Drax were soon found and retrieved by Nathan Quill during his first adventure in space as Star-Lord. As Drax was adopted by Nate, Lockjaw stayed with Kit Renner, with whom he formed a loving friendship before Lockjaw was sent to space. He is also very friendly to Nathan's friends, including Gamora and Spider-Man.
 * Appearance: Visually the same as a regular Saint Bernard dog.
 * Groot - A tree-like humanoid alien and survivor of Asgard. He is Thor's closest friend and once proved himself worthy of wielding Mjolnir. He was given the Uru sword Stormbreaker, which had similar attributes and capabilities to those of Mjolnir. He is also a mentor and friend to Spider-Man and his friends, who are able to understand his native language (on which Groot is only heard saying "I am Groot."). He is married with She-Hulk (who is also able to understand), with whom he has three children, and is occasional partners with Rocket Raccoon.
 * Appearance: Based on Vin Diesel's character in the Marvel Cinematic Universe. Stormbreaker is a smaller version of the Double-Edged Sword wielded by Thanos in Avengers: Endgame.
 * Nebula / Future Betty Brant - A super-soldier cyborg and Betty Brant's future counterpart from an alternate future world, where Ultron wiped out half of all life on Earth and robotized the survivors. Betty was the only one who resisted and, using Stark Industries' machines and the Quantum Realm, managed to travel through time to prevent Ultron from succeeding. Once Present-day Ultron was defeated and destroyed, Nebula shared a romantic moment with both her past-self and Magma before peacefully vanishing out of existence. She was most likely returned to her human form following the change of the events in time.
 * Appearance: Visually the same as her present day counterpart added with cybernetic implants on her body and robotized legs. She sports a red and black one piece leotard with the Stark Industries logo in the chest area.
 * Lady Elanna - The princess-turned-queen of Atlantis and daughter of the deceased Attuma who seeks to honor the peace treaty between her people and the surface dwellers. She is an ally to Earth's superheroes including the Avengers. She also has a good relationship with Michelle Starr / Wave, to whom she acts as a mentor and approves her relationship with Triton, to whom she expresses regret over Namora casting him to exile for his nature as an Inhuman.
 * Appearance: Based on her appearance in Avengers: Black Panther's Quest and sporting a two-piece leotard version of her suit.
 * Shang-Chi - An immortal samurai and master in the arts of Kung Fu. He is an ally to Earth's superheroes (having even served as one of Captain America's allies during World War II) and usually acts as a mentor and trainer for the younger ones (as he even trained Peter Parker / Spider-Man and his friends in hand-to-hand combat).
 * Appearance: His younger variant (seen in the flashbacks) is the same as his Earth-616 counterpart's appearance in the modern comics. His Present-day variant is based on Jackie Chan's portrayal of Lu Yan in .
 * Vision / Moira MacTaggert - A deceased geneticist from World War II who was one of Arnim Zola's test subjects for mind-transfusion experiments, and one of the many humans whose minds and consciousnesses were transferred to A.I. cards he collected. It did not last long until Spider-Man managed to retrieve the cards and place them into the numerous robot bodies Carlie Cooper and Hiro Hamada worked on. Moira's consciousness was placed on a powerful Vibranium synthezoid body powered by the Mind Infinity Stone and she became the new heroine Vision. She also acts as a mentor to Spider-Man and his friends, and plays a role helping him solve the secrets about his family's past.
 * Appearance: Her human form is based on Rose Byrne's character in X-Men: First Class and X-Men: Apocalypse. As Vision, she is a blue anthropomorphic figure with purple eyes and a artificial cyan construct hair.
 * El Diablo / Roberto Montana - A former Mexican scientist whose mind and consciousness were transferred to the body of an altered red Tyrannosaurus Rex from Savage Land which, due to exposure to Gamma Radiation fluids combined with Vibranium shards during World War II, became a immortal dinosaur with the abilities of Sonic Wave roar and Nuclear Breath. In more modern eras, he had begun wearing a special armor of technology from Stark Industries, the Kree Empire and the Chitauri. He is also a loyal ally to Earth's superheroes (including Captain America, who was one of his war allies, and the Hulk) and occasionally acts as a mentor for the young ones (including Spider-Man and Ant-Girl).
 * Appearance: A red variant of the T-Rexes seen in the Jurassic Park/Jurassic World films with Vibranium spikes on his back, and a pair of fiery bull horns. His special armor is the same seen in the Hulk and the Agents of S.M.A.S.H. episode "Days of Future Smash: The Dino Era".
 * Silver Surfer / Norrin Redd - An alien from the peaceful planet Zenn-La (Deneb System, Milky Way Galaxy) who came in contact with a mystical surfboard-like craft with granted him cosmic powers. Having first used his powers to save his planet from the World Devourer Galactus, Norrin (earning the title of Silver Surfer) became an intergalactic traveler and ongoing ally to other world heroes, including the Avengers and the Fantastic Four, and a occasional mentor to the younger heroes, including Spider-Man and his friends.
 * Appearance: Based on his counterpart from Fantastic Four: Rise of the Silver Surfer.
 * Professor X / Charles Xavier - A mutant pacifist with telepathic powers, he is the founder of Xavier's School for Gifted Youngsters and the X-Men.
 * Appearance: Based on Patrick Stewart's character in the X-Men film franchise.
 * Goose - A Flerken and Danvers' pet, with whom she has a symbiotic, psychic link. Also thanks to their symbiotic link, Goose (after replicating some bit of Danvers' powers) became able to shapeshift into a hulking feline beast with increased strength and the ability to liberate Photonic energy from her mouth.
 * Appearance: The same as in the 2019 Captain Marvel film. Her bestial form has the appearance of a Nexus in the Star Wars franchise and yellow eyes.
 * Vibranium Goblin - Black Cat's clone created by Raymond Warren with a sample of the OZ drug under Norman Osborn's orders. Unlike other clones, Vibranium Goblin develops a more heroic personality due to her mind being influenced by that of Felicia's, leading the clone to side with the heroes against Osborn and those loyal to him. Also, like Felicia, Vibranium Goblin is a Lesbian as she was evidenced to kissing her template and Sally Khan Watson in their lips, and is secretly enamored to Lana Rose / Red Owl, whom she constantly vows to protect and love.
 * Appearance: A indigo-skinned goblin version of Felicia Hardy with demonic wings, white hair and yellow eyes with black sclera.

Antagonists

 * Thanos - An intergalactic despot from Titan with a goal to destroy half of every population he invades to "re-balance the universe".
 * Appearance: Based on Josh Brolin's character in the Marvel Cinematic Universe. His armor resembles the one worn in Avengers: Endgame.
 * Amora the Enchantress - A seductive Asgardian sorceress who has a deadly obsession for Thor. She is Thanos' adopted daughter and the leader for his new Black Order.
 * Appearance: Visually based on actress Emily Blunt. Her outfit is the same as in the first episodes of Avengers: Secret Wars.
 * Red Skull / Johann Schmidt - The tyrannical leader of Hydra and Captain America's arch-nemesis. Like Rogers, he was also a subject to the Super-Soldier Serum. However, Schmidt underwent an imperfect version of the procedure and suffered permanent side-effects. Still like Rogers, he was frozen in suspended animation before waking up in the modern world, although he woke up a prisoner of S.H.I.E.L.D. for his crimes against America until he was freed by Hydra agents infiltrated in the facility. Following a second fight against Captain America, Skull was beaten by Captain Marvel, who severely injured him and left him to drown in the Arctic Sea. Fifteen years later, Skull was defrosted again by Hydra agents, but because his body was too damaged, his head had to be surgically removed and placed in a robotic body of Hammer Industries technology.
 * Appearance: Based on Hugo Weaving's character in Captain America: The First Avenger. His new robotic body resembles his Iron Skull armor from the animated TV series Avengers Assemble.
 * Green Goblin / Norman Osborn - The ambitious, corrupt CEO of Oscorp, an industrialist and scientist who developed an experimental substance called "OZ". Due to exposure to the drug, Osborn became able to transform into an insane, powerful monster with physical structure similar to the Hulk's and Pyrokinetic abilities. Despite how powerful he is, he is nonetheless vulnerable to attacks of equally powerful opponents such as Spider-Man, Captain Marvel, Hulk, etc. Goblin is also unexceptionally vulnerable to mystical alien energies, such as the Titanian Tigers' powers, which can easily injure Goblin and even result in instant death if attacks on him are prolonged.
 * Appearance: The same as in the Ultimate Comics, and added with demonic wings.
 * Viper Queen / Madame Hydra / Ophelia Sarkissian - A high-ranking general of Hydra who, after injecting herself with an stolen Oscorp serum combined with the OZ formula, became able to shape-shift into a monstrous humanoid snake with increased strength, a large snake tail replacing her right arm and the ability to spit acid venom. She is a formidable foe to the Avengers and Tigra's arch-nemesis. Like Norman Osborn in his Green Goblin form, she wears no clothes in her transformation.
 * Appearance: Her human form is visually based on her Earth-616 counterpart. Her Viper Queen form has a green reptilian skin with a yellow belly and spikes in her back. Her tail arm resembles a Rattlesnake tail.
 * Doctor Doom / Victor Von Doom - The Fantastic Four's arch-nemesis and the tyrannical ruler of Latveria, he wears an hightech armor with Electro blasts and Metal-bending functions. He is an occasional major foe to other superheroes, including the Avengers as well as Spider-Man and his friends.
 * Appearance: Based on Julian McMahon's character in the 2005 Fantastic Four film and its sequel Rise of the Silver Surfer.
 * Yellowjacket / Rita DeMara - A rogue college student and Janet's rival who became Yellowjacket after being infused with a small sample of the Super Soldier serum and donning a Pym Particle suit with wings and Chitauri-made weapons provided for her by Darren Cross. She is Ant-Girl's arch-nemesis.
 * Appearance: Visually based on Chelan Simmons' interpretation of Ashley Freund in Final Destination 3. Her Yellowjacket outfit is the same as in Chaos War: Dead Avengers Vol 1 1.
 * Ronan the Accuser - An avid Kree fanatic and enemy to Captain Marvel and other space-travelling heroes.
 * Appearance: Based on Lee Pace's character in Guardians of the Galaxy, but with his costume from Captain Marvel.
 * Ultron / Project U.L.T.R.O.N. / Phil Urich - An A.I. program created during the World War II era created by J. Jonah Jameson's father to be the army's ultimate weapon until it proved too dangerous to be controlled and was forcibly shut down. In Present-Day, the project (currently hidden by Jameson to avoid accusations for his father's past mistakes) is soon discovered by Daily Bugle employee Phil Urich before he is shot dead by Jameson to cover the scheme, but not before a fragment of the U.L.T.R.O.N. protect merges with Urich's corpse and secretly reanimates him as a vengeful cyborg.
 * Appearance: Phil Urich resembles Ben Urich in the Ultimate Comics. His form of Ultron is similar to Hank Pym's transformation in Earth-616.
 * Doctor "Doc Ock" Octopus / Otto Octavius - The owner of Octavius Industries who worked to perfect prosthetic limb technology and became Doctor Octopus after four mechanical appendages were permanently attached to his back during an accident in his lab (it turned out to be an sabotage by one of Norman Osborn's spies), using an intra-cranial neural network to connect them to his nervous system. While still an enemy of Spider-Man, Octavius also has a high grudge with Osborn, who once planned to exploit his company for Oscorp researches. He also has a genocidal hatred for Inhumans (a personality similar to William Stryker's about Mutants) and a somewhat great fear of the Phoenix. He is also a member of Madame Masque's Shadow Council.
 * Appearance: The same as in the 2018 Spider-Man video game.
 * Madame Masque / Whitney Frost - A former Hydra scientist who became Madame Masque after discovering a Kree ship with the Ravagers and putting on its control mask to save it from sinking. The mask is advanced technology which gives her the power to connect and manipulate any machines, powered by the ship itself. But due to the mask being too unstable, it drove her mad with power, leading her to desire to change the world by enforcing her will over it. She is now the leader of the Shadow Council, a secret cabal of supervillains (consisting of herself, Doctor Octopus, Yokai, Yellowjacket, Killmonger and Tiger Shark) with the aim of global conquest by any means necessary.
 * Appearance: Based on her looks in Avengers: Black Panther's Quest.
 * Carnage / Eddie Brock - A former Daily Bugle photographer who became the host of a clone of the Venom Symbiote which imbues him with super-human abilities and a horrific alter-ego: "Carnage" as long as he and the Symbiote share the same body. Driven insane by certain terrible events such as the murder of his fiancee Anne Weying by the hands of J. Jonah Jameson, Brock used his alter-ego of Carnage to go for a destructive crime spree while preparing to get revenge on Jameson.
 * Appearance: Based on Topher Grace's character in Spider-Man 3. His Carnage form is the same as in the Ultimate Comics.
 * Electro / Max Dillon - A former electrical engineer who used to work for Oscorp Industries and later transformed into a powerful, electrical metahuman following a freak accident involving radioactive electric eels, then taking the alias of "Electro". Like Doctor Octopus, Electro also despises both Spider-Man (whom he sees as a hardcore opponent) and Norman Osborn, whom he blames for the accident which resulted in his transformation and ruined his life.
 * Appearance: Based on Jamie Foxx's character in .
 * Vulture / Adrian Toomes - A former salvager who suffered a freak accident with Chitauri chemicals after being attacked by a vulture in his work. He soon became an insane, monstrous human/vulture hybrid and a bloodthirsty cannibal with sonic-cry abilities.
 * Appearance: His human form is based on Michael Keaton's character in Spider-Man: Homecoming. His Vulture form is an older variant of the character in Ultimate Spider-Man TV series.
 * Negative Tiger / Martin Li - A Oscorp scientist who has been planning for experiments to assimilate the tigers' physical strengths until, after a freak accident involving his Tiger-DNA infused chemicals and a forbidden Oscorp virus called the "Devil's Breath", ended up becoming a monstrous humanoid tiger with the ability to harness Darkforce. Driven insane, Li now longs to get revenge on Osborn for his condition, even if it means to destroy everything and kill everyone (criminals and innocents alike) who stands in his way.
 * Appearance: His human form is the same as in the 2018 Spider-Man video game. His Negative Tiger form is based on Kraven the Hunter's feral white tiger form from the Ultimate Spider-Man TV episode "Kraven the Hunter" added with Darkforce features.
 * King Hulk / Thaddeus "Thunderbolt" Ross - A former General of the U.S.A. army and leader of the Hulkbusters who has dedicated himself to capturing the Hulk and became a criminal fugitive to the government after being exposed for attempting to use Hulk's DNA to create weapons of mass destruction instead of using it as a cure for human diseases. He became a red-skinned and villainous version of the original Hulk after injecting a sample of the Hulk's DNA on himself, but not before being infected by Norman Osborn's OZ virus.
 * Appearance: His human form is the same as in the comics. His King Hulk form is based on his Red Hulk form.
 * Absorbing Man / "Maestro" / Brian Banner - Banner's unsuccessful brother who had grown jealous of his success and mutated himself into a Gamma mutant with the ability to absorb the material of any object he touches. At one point, he absorbs the Hulk's Gamma blood, which transforms him into his own, but a mindless, unstable version of the Hulk on which he calls himself "Maestro".
 * Appearance: Based on David Banner's younger variant in Ang Lee's 2003 Hulk film. His form of Maestro is the same as Bruce Banner's transformation in the comics.
 * The Scientist Supreme / Karen Lee - Ross' estranged wife who believes that science is the way of the future, but becoming rather insane and obsessive over her thoughts and forming the organization A.I.M. to outrank every other expert on Earth's science, including Bruce Banner and Reed Richards. She also despises anything associated to magic (including wizards and sorcerers), which she blindly sees as a constant disturbance to the laws of nature.
 * Appearance: Her facial look is based on Sally Field's interpretation of Aunt May in Marc Webb's The Amazing Spider-Man franchise. Her Scientist Supreme suit based on the one worn by Monica Rappaccini in the 2017 Spider-Man episode "School of Hard Knocks".
 * Superia / Deidre Wentworth - A radical former member of S.H.I.E.L.D. who believes in the idea of women being superior to men, creating monsters she calls Harpies.
 * Appearance: Same as her Earth-616 counterpart.
 * M.O.D.O.K. / Arnim Zola - A member of Hydra and Nazi biochemist during World War II who survived into the modern age by transferring his conscious mind into the body of a sophisticated robot which protected it by storing it in its brain. He now operates as M.O.D.O.K. (Mechanized Organism Designed Only for Killing), a maniacal super-android allied to Red Skull.
 * Appearance: His human form, seen in flashbacks, is based on Toby Jones' character in Captain America: The First Avenger. His form of M.O.D.O.K. is based on George Tarleton's variant in the comics.
 * Black Widow / Yelena Belova - A highly trained spy working for Hydra. She was once sent to infiltrate S.H.I.E.L.D. and collect data about Earth's new heroes until she was foiled by Spider-Man and Captain Marvel. Eventually, Belova saw America's superheroes as sworn enemies.
 * Appearance: Based on her Earth-12014 counterpart.
 * Klaw / Ulysses Solomon Klaue - An South-African black-market arms dealer, smuggler and gangster who is obsessed with getting his hands on Vibranium. He constantly attempted to break into Wakanda's mines to steal the metal and his obsessive efforts cost him his left arm, which was cut off by T'Chaka in a fight. Due to this, he has an obsessive grudge against Wakanda and the Black Panther lineage, replacing his missing arm with a bionic one which can transform into a claw-shaped weapon which fires sonic disruption blasts.
 * Appearance: Based on Andy Serkis' character in Black Panther.
 * Magneto / Erik Lehnsherr - A powerful mutant who can control magnetic fields and manipulate metal. He regards mutants as evolutionarily superior to humans and rejects the possibility of peaceful human-mutant coexistence, clashing with Professor Xavier's goals to maintain peace between humanity and Mutantkind numerous times. He is the leader of a cabal of criminal Mutants who also despise humans and resides on his orbiting base, the Asteroid M, where he allows homeless mutants to live in, but forbids them from ever having any relationship with humans.
 * Appearance: Based on Ian McKellen's character in the X-Men film series.
 * Killmonger / Erik Stevens / N'Jadaka Kakimi - The son of the late N'Jobu, who was a close ally of T'Chaka whom he was forced to kill during Klaw's first attempt of invading Wakanda. This sparked a hatred for the Udaku family in the young boy, who grew up to be the most violent and unstoppable soldier of all time, being nicknamed "Killmonger" by his comrades. Killmonger's goal above everything else is to kill all of the Udaku family and to claim the title of Black Panther and the throne of Wakanda for himself. He is also a member of Madame Masque's Shadow Council.
 * Appearance: Based on Michael B. Jordan's character from Black Panther, though he is occasionally seen shirtless and with a tribal mask.
 * Man-Ape / M'Baku Udaku - T'Challa's estranged elder half-brother who left the Black Panther tribe when he came of age and formed his own tribe known as the Jabari Tribe. He is a tribalist first and foremost and despises all advances in science and technology. Due to this, he has a very complicated relationship with his brother, who he despises for constantly trying to pull Wakanda into the modern age.
 * Appearance: He has a body like Mike Tyson's, but a head loosely modeled after the Dick Tracy villain the Brow. He often wears a wooden white gorilla mask.
 * Reverand Achebe - An anarchist, terrorist, serial killer, and demon worshiper who is a master manipulator as well as a very gifted genius. Achebe is the reverend of the Wakandan church of Mephisto and is one of T'Challa's most terrifying enemies due to the fact it seems like he is always in a genuinely good mood. He seems to suffer from some form of psychosis, as he often speaks to a puppet, called Daki, which he sees as an actual person.
 * Appearance: His appearance is based on a witch doctor, with most of his suit being red and white.
 * Moses Magnum - A former thief turned super-powered arms dealer and weapons manufacturer, Magnum had a fascination with Norman Osborn's OZ virus, realizing that it has a different effect on everyone who is infected with it. Magnum injected himself with the substance, mutating his genes and granting him the ability to create and generate seismic bursts from his body. Magnum is the head of the Magnum Force Corporation and is described as the person who villains go to when they need new equipment.
 * Appearance: Modeled after Denzel Washington in the film Man on Fire.
 * Radioactive Man / Igor Stancheck - a Russian criminal whose body is constantly emitting high levels of radiation. He took advantage of this by becoming a high-ranking, successful mercenary for hire, as he takes little effort to kill his enemies and targets with his abilities, although he has a great struggle against Gamma Mutants like the Hulk.
 * Appearance: Same as the comics.
 * Silver Sable / Silver Sablinova - A high-ranking member and commander of Black Widow's organization of Hydra assassins.
 * Appearance: The same as in the comics. She sports a two-piece silver leotard with long silver boots and gloves and a skull in her waistband.
 * Deathstrike / Felice Castle - Frank Castle's daughter, who was presumed killed by Crossbones' Hydra ops along with her pregnant mother, but was revealed to have been rescued by Silver Sable and trained in secret to be a relentless assassin for Black Widow's organization, earning the identity of Deathstrike. In preparation for her new career, she even sported a large blood red tattoo in the majority of her upper body; her message saying she "bathes on her victims' blood". Along with pistols, daggers and other guns, Deathstrike also wears a pair of nanotech gloves which can draw retractable claws in her nails. Deathstrike is also the first villainess fought by Mary Jane Watson as Tigra.
 * Appearance: Visually based on Gwen Stacy's Earth-1610 counterpart. She sports a two-piece black leotard with long black boots and gloves, black spots painted around her eyes and a large red tattoo going down the majority of her upper body and up to her face (similar to Kratos in the God of War franchise).
 * Exile / Viktor Kohl - A treacherous rogue Inhuman with the abilities to teleport and harness Darkforce who seeks to overthrow Black Bolt with his own opinions of how Attilan should be ruled. He also works as an agent of Hydra and acts as Red Skull's personal messenger.
 * Appearance: Visually based on Sam Witwer's portrayal of Starkiller in Star Wars: The Force Unleashed. He sports an black knight armor with a cape made of dark cloud.
 * Namora - The half-mutant, half-Atlantean daughter of Attuma and Emma Frost. Refusing to heed the the peace treaty between her homeland and the surface world because of mutants' troubled past with humans, Namora killed her own father and assumed the title of Queen to declare war on the surface world. She was then defeated by the Avengers with help from her younger sister Lady Elanna, who became queen herself and cast Namora to exile. She now sides with Thanos in hopes of getting revenge on the heroes for their interference.
 * Appearance: Visually based on her Earth-616 counterpart.
 * Syren - Namora's apprentice and loyal follower, she is an Atlantean siren with the ability to cast illusions and control minds with the power of her voice.
 * Appearance: Visually based on the same name character. She sports a barefoot one-piece dark green leotard with a blue gem on her chest.
 * Tiger Shark - A former general of King Attuma's armies who rebelled against Atlantis in protest of the peace treaty between his homeland and the surface world. He is currently sided with Namora and is also a member of Madame Masque's Shadow Council.
 * Appearance: Based on his appearance in Avengers: Black Panther's Quest.
 * J. Jonah Jameson - The arrogant, greedy chief editor of Daily Bugle who criticizes superheroes, including Spider-Man. He was once elected Mayor of New York until Spider-Man (in his very first superhero acts) defeated the Ravagers led by Frank Castle (whom Jameson organized for suicide missions) and stopped them from nuking the city to kill every criminal present, leading Jameson to face several accusations, such as the deaths caused by the Ravagers, and to be disqualified from the election, which Steve Ditko eventually won. He also happens to be an homophobic (as shown in some newspapers he wrote by himself, on which see saw Homosexuality and LGBTs as a "plague", and as he was shown shooting his own son dead for being revealed to be a trans woman). He is also indirectly responsible for Phil Urich's transformation into Ultron, who (as an act for revenge) ended up teaming up with Carnage and Green Goblin in exposing Jameson's own crimes before attempting to destroy New York with the Daily Bugle building. Once Ultron, Goblin and Carnage were defeated and destroyed by Spider-Man and his friends and allies, Jameson was arrested and forced to share a cell with other inmates who previously wanted Jameson's head.
 * Appearance: Same as in the comics.
 * Purple Man / Zebdiah Kilgrave - A member of Thanos's Black Order who has telekinetic and telepathic abilities (similar to those of Ebony Maw in the MCU).
 * Appearance: A purple-skinned version of David Tennant's character in the Netflix Jessica Jones series.
 * Crossbones / Brock Rumlow - An agent and assassin of Hydra with a high-tech body armor and a pair of shock-wave gauntlets.
 * Appearance: Based on Frank Grillo's portrayal in Captain America: Civil War.
 * Taskmaster / Tony Masters - An high-ranking super-soldier mercenary with a vast arsenal of weapons and equipment built by Oscorp with alien technology from the Kree Empire and the Chitauri.
 * Appearance: Based on his looks in the 2018 Spider-Man video game.
 * The Punisher / Frank Castle - The ruthless leader of a lawless mercenary group called the Ravagers who were once organized by J. Jonah Jameson to fight the criminal underworld by any means necessary, no matter how lethal the results are. He seeks revenge on Crossbones' Hydra ops for the murder of his pregnant wife and (apparently) their teenage daughter Felice. He now operates as Punisher alongside his Ravagers, unaware, however, that Felice is still alive. He was also indirectly responsible for the creation of Spider-Man by accidentally breaking out a radioactive spider which gave Peter Parker his powers and accidentally killing uncle Ben, as well as for the transformations of Riley Turner, Michelle Starr and Sally Khan Watson into Quicksilver, Wave and Golden Jaguar respectively.
 * Appearance: Based on Jon Bernthal's character in the Daredevil TV series and its spin-off series The Punisher.
 * Hawkeye / Kaine Murdock - One of the Punisher's Ravagers, and a master archer.
 * Appearance: Based on Chris Zylka's portrayal of Flash Thompson in Marc Webb's The Amazing Spider-Man films and sporting a black jumpsuit with the design of a skull with an arrow in his head.
 * Mysterio / Quentin Beck - A master of trickery and illusion and a member of Thanos's Black Order.
 * Appearance: An older, hairless version of Jake Gyllenhaal's character in Spider-Man: Far From Home.
 * The Elementals - A group of genetically modified element-powered Titans who were created by Mysterio to be part of Thanos's army.
 * Hellfire - An Elemental with lava and fire abilities.
 * Appearance: The same as Molten Man in Spider-Man: Far From Home.
 * Magnum - An Elemental with earth abilities.
 * Appearance: The same as Sand-Man in Spider-Man: Far From Home.
 * Zephyr – The sole female of the team who has the power to control wind, sky and air and thereby affect many of its aspects.
 * Appearance: Based on the Wind Elemental seen in Spider-Man: Far From Home.
 * Hydron - An Elemental with water abilities.
 * Appearance: The same as Hydro-Man in Spider-Man: Far From Home.
 * Supreme Intelligence - The genocidal leader of the Kree Empire who believes that the Kree are the only organic race worthy of existing, and all others, including the Skrulls, should be destroyed.
 * Appearance - Its true form is the same as its Earth-616 counterpart.
 * The Spider-Slayers - A group of mercenaries organized by Norman Osborn and hired by Jameson to dispose off and kill Spider-Man. They group consists of infamous outlaws in the Avengers' rogues gallery.
 * Whiplash / Ivan Vanko - The leader of the Spider-Slayers, one of Iron Man's foes, and a Russian physicist-turned-terrorist who built a pair of arc reactor-based electric whips to exact revenge on Justin Hammer.
 * Appearance: Based on Mickey Rourke's character in Iron Man 3.
 * HobGoblin / Austin Osborn - Osborn's dedicated older son who operates as the villainous Hobgoblin, equipped with an hightech flight suit, flame-saber, pumpkin bombs and a glider. Much like J. Jonah Jameson, he strongly dislikes superheroes like Spider-Man and his friends, and is shown to be an homophobic, as he was evidenced of even verbally abusing of his younger brother Harry for being gay.
 * Appearance: Based on Harry Osborn's looks in the 2017 Spider-Man series. His Hobgoblin suit is based on the one seen in the series' Season 1 finale.
 * Kraven the Hunter - A big game maniacal hunter and member of the Spider-Slayers who became a foe of Spider-Man after being hired by Norman Osborn to bring Spider-Man, Ghost-Spider and Kid Arachnid to Oscorp for experimentation after Spencer Smythe's failure to retrieve the stolen spider specimens. He is also a villain in Black Panther's rogues gallery, as Kraven was the one who cooperated with Klaw in stealing Vibranium from Wakanda's mines years before T'Challa became the Black Panther.
 * Appearance: Visually the same as in the comics with details of his appearance in the 2017 Spider-Man series and Avengers: Black Panther's Quest.
 * Firefist / Melina Drew - A highly-trained Hydra assassin and a angry, hot-tempered, foul-mouthed metahuman criminal with Pyrokinetic abilities. Her body turns into lava, making herself more unstable, whenever she is in uncontrollable rage.
 * Appearance: Visually based on Brianna Hildebrand's interpretation of Negasonic Teenage Warhead in the 2016 film Deadpool and its 2018 sequel, but with her hair shaved by half. Her costume is a black bodysuit based on the one worn by Black Widow in the Ultimate Comics.
 * Rhino / Alistair Smythe - An Oscorp engineer and a member of the Spider-Slayers who operates in a Spider-Slayer armor with rhinocerotic features.
 * Appearance: Visually an older version of his appearance in the 2017 Spider-Man series. His Rhino armor is based on the one worn by Aleksei Sytsevich in the 2014 film The Amazing Spider-Man 2.
 * Ghost / Aldrich Killian - One of Iron Man's enemies, and a high-tech expert assassin with molecular instability, who can phase through solid objects.
 * Appearance: A male version of Hannah John-Kamen's character in Ant-Man and the Wasp.
 * Yokai / Robert Callahan - The former head of a robotics program at San Francisco Institute of Technology who became an extremely powerful masked terrorist whose high-tech mask grants him control over his micro bots. He was also a former associate of Otto Octavius until Callahan lost his daughter Abigail during the lab accident which led to Octavius' full transformation into Doctor Octopus. He was the only witness of the disaster aware that the whole thing was a sabotage by one of Norman Osborn's agents, leading to Callahan's obsession with the death of every living Osborn. He is also a member of Madame Masque's Shadow Council.
 * Appearance: Based on James Cromwell's character in Disney's Big Hero 6.
 * William Stryker - A former U.S. colonel-turned-fugitive criminal who longed for the genocide of mutants. He was responsible for murdering Kitty Pryde's parents and Gwen Stacy's father, and was reported dead after his hideout was unwillingly destroyed by Hyperion. Actually, Stryker was using Hank Pym's resources to harvest quantum energy in the quantum realm to be used for his plans against the mutants. His plan was foiled when his henchmen (who were supposed to warp Stryker back from the quantum realm with Pym's stolen devices) were killed by a bomb implanted on the building by Cletus Kasady, and inadvertently detonated by Hyperion, leaving Stryker (who was carelessly unaware of the situation) stranded in the quantum realm for 10 years. He then escaped from the quantum realm, but believing that he was trapped for 10 hours, not years. He eventually learned in shock of what happened after noticing the changes in the world, as well as slogans taunting Stryker after his supposed death, including one of the soldier's claims that no one in the U.S. army misses him because of his ambitions and ruthlessness.
 * Appearance: Based on Danny Huston's character in X-Men Origins: Wolverine.
 * Scorpion / Mac "Scorpion" Gargan - A high-level criminal known by the police as a veteran drug trader and professional street racer nicknamed "Scorpion". He ended up becoming a cybernetic scorpion-human hybrid after his car clashed with a vat of chemicals (on which a scorpion was wandering around) during a street race with Flash Thompson. Driven insane, Scorpion went for a more chaotic crime spree to get revenge on Thompson.
 * Appearance: His human form is based on Michael Mando's character in Spider-Man: Homecoming. His scorpion-human hybrid is based on his appearance in The Amazing Spider-Man 2012 video game, and added with cybernetic implants on his legs, arms and tail.
 * Athena Industries - A formerly small company which mainly focused in building innovative tech and making the world a better place which ended up becoming a corrupt agency seeking to overthrow all other companies, including Stark Industries and Oscorp.
 * Athena Gonzales - The corrupt head of Athena Industries who longs to use technology to become the richest woman in the world, also wanting to outrank rich businessmen like Tony Stark and Norman Osborn. She is shown to have a god-complex, believing herself to be the reincarnation of the same name goddess of wisdom, Athena.
 * Appearance: Visually a Hispanic brunette with hazel eyes. She is most seen wearing a common business outfit and a lab jacket.
 * Techpire / Ariel Haven - A socially awkward scientist who created a serum which gave her the power to corrupt technology, using it to steal designs for Athena Industries. She is shown to be highly infatuated with Ant-Man, much to the objections of Ant-Girl.
 * Appearance: Visually based on Mary Elizabeth Winstead. Her Techpire form has a grey skin, black hair and red demonic eyes and sports a one piece jumpsuit detailed with cybernetic features.
 * King of All - A powerful robot with the ability to absorb metahuman DNA through physical contact.
 * Appearance: Visually based on Amazo in DC Animated Universe.
 * Project 3 - A genetically-modified teenage girl with increased strength and speed and the ability to absorb energy through physical contact. She is childishly obsessed with Spider-Man and prefers to use Athena's gadgets to her own purposes.
 * Appearance: Visually a long haired brunette with brown eyes (her eyes ignite yellow light when she uses her powers). She sports a suit similar to X-23's uniform in the Earth-616 comics.
 * Chameleon / Curt Connors - One of Oscorp's leading scientific minds who attempted to engineer a revolutionary regeneration serum to help regrow limbs and human tissue. His experiment appeared to be a success, but also came with hideous side-effects. Among those, he was transformed into a reptilian cannibal monster known as the Chameleon, with the abilities of camouflage and shape-shift of other organic life forms. His shape-shifting abilities are more effective when he consumes the flesh of the subjects (both humans and animals).
 * Appearance: Based on Rhys Ifans's character in the 2012 The Amazing Spider-Man film with Chameleon-like attributes in his reptilian form.
 * Blob / Frederick Dukes - One of Thanos's generals and members of the Black Order and a rather extremely obese mutant with a tremendous strength and nearly-indestructible layer of skin. He is also considered as the "world's most repugnant mutant" (for both heroic and criminal mutants) because of his cannibalistic nature (which is a result of his poor diet and eating disorder), as he was once shown devouring Toad, one of Magneto's Acolytes.
 * Appearance: The same as in the Ultimate Comics.
 * Whirlwind / David Cannon - A super criminal equipped with an high-tech Wind-manipulating armor, which enables him to fly and conjure devastating tornados. He was the first villain who was defeated by Cassie Lang as Ant-Girl.
 * Appearance: The same as in the modern comics.
 * The Mandarin / Zheng Zu - The ancient ruler of a vicious Chinese dynasty who, many millennia ago, sought to conquer all dynasties of China with the aid of a clan of elemental samurais called the Ten Rings until Shang-Chi and the Masters of Mystic Arts' Ancient One defeated him and imprisoned him into the Dark Dimension and destroyed the Ten Rings. He was later freed from the Dark Dimension by Thanos and Amora the Enchantress to be part of the Black Order in exchange of having his former glory back.
 * Appearance: Visually based on Cary-Hiroyuki Tagawa's portrayal of Shang Tsung in the 1995 Mortal Kombat movie and in Mortal Kombat 11. He sports a dark, colorless version of his costume from Marvel: Ultimate Alliance.
 * Fin Fang Foom - An extraterrestrial kaiju dragon and one of the members of the Black Order and main generals of Thanos's army.
 * Appearance: Based on Zilla in the 1998 TriStar Pictures film Godzilla, and colored after his Earth-616 counterpart.
 * Cletus Kasady - A former Daily Bugle cameraman who (due to a lab accident in Alchemax which affected his brain) became a insane, sadistic psychopath with "clever ideas to kill". Determined to make Jameson's life a living hell, Kasady planned to drive Hyperion (publicly mentioned by the Bugle as "Jameson's official champion") insane by kidnapping his fiancee Vanessa and tricking him into killing her with a virtual reality device which caused Hyperion to mistake Vanessa as a deformed clone of himself; plus, Kasady also rigged a bomb trigger to Vanessa's heart. Once she died, the bomb detonated and caused a building with innocent people to collapse (though every citizen was saved in time by the Avengers while only William Stryker's henchmen, who were closer to the bomb, were killed). Kasady was later killed by a vengeful Hyperion, though he was successful in damaging some bit of Jameson's reputation.
 * Appearance: Based on actor Robert Englund.
 * Hyperion / Adam Summers - Jameson's favorite former employee who (under Jameson's demands) was subjected to a Super Soldier serum of Alchemax which granted him the powers of flight, superhuman strength, limited invulnerability, optic blasts and fiery breath. He was intended to be Jameson's "champion" who would replace the Avengers as Earth's only defender until he was tricked by Cletus Kasady into killing his fiancée Vanessa and detonating a bomb (which had a remote trigger connected with Vanessa's heartbeat) which would destroy an hotel building with innocent people inside. Though all endangered citizens were evacuated by the Avengers, Hyperion, enraged with Kasady having tricked him into killing his fiancée, consequently killed Kasady and begun to hunt down criminals in a more brutal, extreme way which would terrorize even the innocents, leading the Avengers in having to defeat him and strip him off his powers. Hyperion's actions were soon pointed out by the Avengers (most commonly Captain America) as Jameson's fault, which was part of Kasady's plan.
 * Appearance: Visually based on his counterpart from Earth-616.
 * Swarm / Darren Cross - Rita DeMara's former teacher who, during an experiment with the OZ formula and Oscorp's mutated lab bees, ended up devoured by the bees, which left only his skeleton. The bees' unique qualities combined with the OZ formula which Cross injected on himself caused his consciousness to be absorbed into them, allowing Cross to manipulate the hive to do his will, although some of his skeletal remains are inside the swarm itself. His consciousness merged with the hive to the extent on which they are one being, calling himself/themselves "Swarm".
 * Appearance: His former human form is based on Corey Stoll's character in Ant-Man. His form of Swarm is based on Fritz von Meyer's appearance in the comics.
 * Mastermind / Jason Wyngarde - A mutant with the psionic ability to generate complex telepathic illusions at will which cause his victims to see whatever he wishes them to see.
 * Appearance: Visually based on actor Ian McShane.
 * Goblin Queen / Solana Osborn / Mary Jane Watson (clone) - A genetic clone of Mary Jane who was created by Norman Osborn with his own blood to be his "perfect daughter". However (due to her genetic template's half-alien DNA proving too unstable to be combined with chemical drugs like the OZ formula), the clone became a female, younger and much more predatory version of the Green Goblin himself. Like her two templates, she wears no clothes. She is soon killed by the original Mary Jane herself (as Tigra) after a fierce fight.
 * Appearance: A Goblin-skinned version of Mary Jane herself.
 * Professor Mysterion / Francis Krumm - A master of illusions and trickery claiming to be from another dimension which has fallen to a alien race called the Phalanx. It is revealed that he was once an former employee at Oscorp who was fired by his executives because of his unstable nature. He is envious to Norman and is in league with both Madame Masque's Shadow Council and Thanos' Black Order to accomplish his goals. His schemes, however, were no secret to Spider-Man and Ant-Girl, who managed to gather evidences to expose him.
 * Appearance: As Krumm, he is based on Daniel Radcliffe's portrayal of Walter Mabry in Now You See Me 2. As Professor Mysterion, he is based on Mysterio's design from Marvel: Ultimate Alliance.
 * Crimson Typhoid / Mary Walker - Professor Mysterion's accomplice and lover and a metahuman assassin with the abilities to focus heat and electricity into any weapon (swords, guns, etc.) she wields. She can also absorb and manipulate the blood of her enemies and victims.
 * Appearance: Visually based on Azula in Avatar: The Last Airbender, but with red hair and eyes, a pale white skin and black spots painted around her eyes.
 * Herr Kleiser - A Nazi terrorist who gained shape-shifting powers from a formula composed of Red Skull's Super Soldier serum and Kree DNA. He was responsible for murdering T'Challa's father T'Chaka and was the first villain Captain America and Captain Marvel fought together. He was defeated and killed by the combined efforts of the couple, who threw him into a volcano where his body melted with lava.
 * Appearance: His human form is the same as in the Ultimate Comics and in the direct-to-video animated film Ultimate Avengers 2. His humanoid alien form resembles that of a deformed Chitauri with a skull-like face and four arms.
 * Cassandra Nova - A mutant with the ability to possess and control living host bodies similarly to an alien Symbiote.
 * Appearance: Visually based on her Earth-616 counterpart.
 * Carlton Drake - The corrupt head of the rocket company Life Foundation who had the goal to experiment on alien lifeforms. He was indirectly responsible for the space accident which gave Drax and Lockjaw their powers.
 * Appearance: Based on Riz Ahmed's character in Venom.
 * Riot / Clayton Cole - A former Daily Bugle journalist who was fired for trying to sue Carlton Drake over the allegations pointed at him instead of asking about the company's rockets as he was supposed to do. He soon became the host of Riot, the ruler of the Symbiotes from Klyntar.
 * Appearance: Visually based on Bruce Campbell. His Riot form is the same as in Venom.
 * Maya Hansen - A geneticist working for A.I.M. and the creator of a virus called Extremis, which grants the subject the abilities of enhanced strength and fire generation, but at the cost of their sanity.
 * Appearance: Visually based on Rebecca Hall's character in Iron Man 3. She also sports an average scientist's attire and robes. Her Extremis form has a fiery hair and lava skin.
 * Doctor Spectrum / Daniel Bekhart - A former artist who became the host of the Power Prism, an sentient gemstone with lethal, destructive capabilities such as creating dark deceptive illusions (most commonly of its victims' fears).
 * Appearance: Based on the Doctor Spectrum from the TV show Avengers Assemble.
 * Winter Soldier / Kaine Brock - Eddie Brock's estranged older brother and a former U.S. soldier who, after being critically injured and captured by Hydra troopers during an assault on a Hydra facility, became an enhanced brainwashed Super Soldier assassin with ice abilities, which he received from a chemical containing Frost Giant DNA.
 * Appearance: Visually based on Tom Hardy's portrayal of Eddie Brock in Venom. His Winter Soldier attire is based on the one worn by Bucky Barnes' character in Captain America: The Winter Soldier (but with the bionic arm re-imagined as a Frost Giant arm).
 * Dr. Jackal / Raymond Warren - An Oscorp scientist who works on genetic cloning. Due to an freak lab accident which rendered half of his body and face mutated, Warren developed a personality disorder, split between the insecure, cowardly Warren and the deranged, vicious Dr. Jackal. While wise-cracking and sadistic, Dr. Jackal usually gets recklessly angry when Spider-Man and his friends musingly call him "" instead of Dr. Jackal.
 * Appearance: Visually based on the character Dr. Mendell Stromm in the 2002 Spider-Man film. Similarly to Two-Face in DC Comics, Dr. Jackal has half of the face and body mutated; the twisted half (right) has a grey skin, a red demonic eye, yellow teeth and a elven, pointed ear.
 * White Spider / Tiberius Stone - A genetic clone of Harry Osborn created by Dr. Jackal under Norman Osborn's orders and imbued with spider powers from the radioactive spider which gave Peter Parker his powers. Initially a loyal, mindless servant to Osborn, he soon became a nihilistic killer after being infused with an A.I. card which contained the consciousness of Tiberius Stone, a top thug who was killed by Scorpion during a street race one year before Spider-Man's first days of heroics and whose consciousness was collected by M.O.D.O.K..
 * Appearance: As Clayton Cole (in flashbacks only), he is visually based on Jason Statham's play of Deckard Shaw in The Fast and the Furious franchise and its spin-off Hobbs & Shaw. His White Spider form is the same of the original character.
 * Asp / Cleo Nefertiti - Scorpion's right-arm woman and personal stripper, she is a former Oscorp subject who, due to an Oscorp formula infused on her, became a metahuman who can generate a paralytic energy which is fatal to those who remained in close contact with her for prolonged periods of time.
 * Appearance: Based on her Earth-616 counterpart.
 * Bonecrusher / "Bone Saw" McGraw - Scorpion's hot-headed bodyguard and henchman who ended up infused by his boss with a chemical venom from his scorpion tail, which granted McGraw tremendous strength (also similar to the Hulk), earning him the name Bonecrusher.
 * Appearance: Visually based on Karl Urban's portrayal of Billy Butcher in . His Bonecrusher form has him shirtless with more muscular body.
 * The Dragon King / Dragon Man / Herman Schultz - An android created by Klaw to be a member of his Frightful Five and a living weapon against his creator's enemies. Following his destruction during a fight against Spider-Man, Dragon Man was rebuilt and upgraded with a superior A.I. stolen from M.O.D.O.K.. However, the A.I. (which contained the consciousness of J. Jonah Jameson's deceased former employee Herman Schultz) soon took greater control and turned against Klaw, renaming itself the Dragon King.
 * Appearance: As Dragon Man, his looks are the same of [Dragon Man (Earth-12041) his counterpart] from the Marvel Animated Universe. As Dragon King, his head now has teeth and bull horns and his body has three serpent heads in the back (similar to King Ghidorah).
 * Melanie Mastor - A hacker who works closely with Madame Masque.
 * Appearance: A short-haired brunette with brown eyes. She is always shown in her science robes.
 * Firebrand / Russ Broxtel - A former Hammer Industries employee who was overdosed with the Extremis virus during an experiment by Maya Hansen (who was at the time infiltrated under the Scientist Supreme's orders) and became a insane super-criminal with Pyrokinetic powers.
 * Appearance: An older version of Mark Allan / Molten Man in The Spectacular Spider-Man, and appears to wear no clothes.
 * Eugene "Flash" Thompson - Peter's rival and classmate and a ambitious, self-centered jock in Midtown High. While he is considered popular to other students, he also heavily dislikes being called by his true name Eugene (which he feels embarrassment of) instead of his nickname Flash. While he also lives in his deceased parents' mansion, he also happens to be a rather rebellious, spoiled delinquent who takes little responsibility of his actions and always puts his life at risk because of the mass of fortune he inherited from his father, as he usually rides at night with his Mazda RX-7 secretly undergoing (as Carlie Cooper describes) "places he should not be", such as female strip clubs and waging illegal against dangerous thugs, and also harassing waitresses at a exotic restaurant (including Officer Barton's daughter Edith, who worked once under her mother's wishes). He was indirectly responsible for Scorpion's transformation into a scorpion monster. Once Scorpion and his henchmen were defeated by Spider-Man and his team, Flash was also arrested (after the evidences of his actions and whereabouts were exposed by Peter) along with the villains under the custody of Officer Barton, who proceeded to punish him the hardest way possible for harassing his daughter.
 * Appearance: Based on Tony Revolori's character in the Marvel Cinematic Universe.
 * Justin Hammer - The CEO of Hammer Industries and Stark's long time rival.
 * Appearance: Based on Sam Rockwell's character in Iron Man 2.

Other Characters

 * Principal Harold "Happy" Hogan - The principal of Midtown High, the school where Peter Parker and his friends study at. He is also an agent of S.H.I.E.L.D. and keeper of Spider-Man's identity of Peter Parker.
 * Appearance: Based on Jon Favreau's character in the Marvel Cinematic Universe.
 * Ben Parker - Peter's uncle and Felicia's father who was killed during a crossfire between Frank Castle's mercenaries and Brock Rumlow's Hydra Ops, on which he was accidentally shot dead by Castle. His death soon inspired his nephew Peter in becoming Spider-Man and (one year later) his daughter Felicia into becoming Black Cat.
 * Appearance: Based on actor Paul Bettany.
 * Commissioner George Stacy - Gwen's deceased father and the former head of the New York Police Department who was the second-in command of S.H.I.E.L.D. before Maria Hill. He was murdered by William Stryker as part of Stryker's attempts to cover his involvement with certain crimes he committed along with his plans against mutants.
 * Appearance: Based on Dennis Leary's character in Marc Webb's 2012 The Amazing Spider-Man film.
 * T'Chaka Udaku - T'Challa's father, who was the Black Panther before his death by the hands of Herr Kleiser.
 * Appearance: Based on Atandwa Kani's portrayal of the character in Black Panther.
 * Yusuf - Kamala's father and a tribesman living in a village near the beach where Disha's beach house is located on. He was killed by a rogue tribesman who was against the presence of "outsiders" in the tribe. Yusuf's death caused an mourning and enraged Ava (at her age of twelve) to transform into White Tiger for the first time.
 * Appearance: Visually the same as in the comics, but sporting native tribesman attire similar to the ones seen in Disney's Moana.
 * Stan - A Comic Book shop owner and friend of New York's superheroes (most closely Spider-Man, Captain America and Iron Man).
 * Appearance: Based on Stan Lee.
 * Harry Osborn - Osborn's younger son. He is a student in Midtown High and one of the attendants to Peter Parker's support council, on which Harry sought for Peter's advice while confessing he was gay, something of which Norman (who wanted his son to be a superior man) never knew and would have been disgusted to hear but to which only his mother Emily expressed support for. Once he learned of this, however, Norman killed Harry along with Emily.
 * Appearance: Based on Dane DeHaan's character in The Amazing Spider-Man 2.
 * Joana Madison / J. Jonah Jameson Jr. - Jameson's daughter (originally son) and one of the attendants to Peter Parker's support council, on which she confessed to be a trans woman as she claims to have "thought of herself as a man until she begun seeing herself as a woman". Though she also had major support from her mother Marla, Joana was neither less killed by her own father, who had a disgust and genocidal hatred for LGBT people. Her death soon led her grief-stricken mother to create the Metagirls, committing suicide in progress.
 * Appearance: A younger version of Jared Leto's interpretation of Rayon in .
 * Captain Ultra / Rowley Jameson - J. Jonah Jameson's dedicated, but rather immature older son, who operates in a Alchemax nano-tech suit provided by his mother which grants him super powers (flight, increased strength and energy blasts). Despite his dedication, he lacks the willpower to face more experienced foes and villains such as Whirlwind (much to Marla's disapproval despite Jameson's blind confidence on his fame) and is always facing embarrassment of "losing" to other superheroes, even to Ant-Girl (who even criticizes that he "wears a big blue diaper over his pants") in her first day of crime-fighting. Later, during Ultron's attempts on Jameson's life, Captain Ultra fought Ultron, but only to be easily defeated by him and killed by Green Goblin, who proceeded to violently beat him to near death, and Carnage, who begun devouring him while Goblin forced him Jameson to watch in horror and mocked: "You'll be hearing this in your nightmares forever. The sound of your child squealing like a pig, and screaming like a little lost girl.".
 * Appearance: Based on John Jameson in the comics. His Captain Ultra suit is the same as Griffin Gogol's outfit in the classic comics, but without the mask and leaving his arms and shoulders visible.
 * Marla Madison - Jameson's ex-wife who, unlike her ex-husband, views Spider-Man as a hero and does not treat him like a menace. Marla is also a high-tech scientist and head of Alchemax and showed respect for Peter Parker's work as a support councilor, which helped her daughter Joana overcome her inner doubts. Following Joana's unjust murder, Marla was reported to have been mourning for one month straight and seemly spoke to no one else except her lab assistant Anne Weying. It was revealed, however, that Marla had been collecting blood-samples of other women (Weying, Betty Brant, Rio Morales, Natasha Romanoff, Yuri Watanabe and Ice Elf Elphane) and herself along with six elemental alien gems to complete the creation of her "new children", the Metagirls. Marla eventually did so by locking herself in a small lab and, after broadcasting a farewell message to New York, used high-tech machines to drain her own life force and transfer them to the Metagirls, who soon awakened and adapted to Marla's young mind, intelligence and personality. Once the process was complete, Marla was soon found by Weying and Watanabe having aged rapidly from the strain and died at an artificially advanced age. Shortly after Jameson was arrested, it was later revealed she knew her husband killed Joana out of his hatred for LGBTs and has "chosen to die so that she wouldn't leave to be married with a murderer", a public statement which would soon haunt the incarcerated Jameson forever.
 * Appearance: A younger variant of Rosemary Harris' interpretation of Aunt May in Sam Raimi's Spider-Man trilogy.
 * Anne Weying - Brock's fiancee and a Alchemax scientist who is Marla's lab assistant. She is shown to be greatly loyal to her employer and strongly supports her secret Metagirl Project, as she felt sorry for Marla's loss of her daughter Joana and "couldn't refuse a grieving mother". Weying also seemed to view Marla as a mother figure for herself, as she was shown tearfully mourning her after she sacrificed herself to fully bring the Metagirls to life. Later, during a date with Brock, Weying was confronted by J. Jonah Jameson, who wrongly blamed her and her fellow Alchemax scientists for Marla's death and shoot her dead in front of Brock. Her death was nearly avenged when Brock (as Carnage) cooperated with Ultron and Green Goblin in incriminating and exposing Jameson, despite failing to kill him.
 * Appearance: Based on Bryce Dallas Howard's interpretation of Gwen Stacy in Sam Raimi's Spider-Man trilogy.
 * Singularity / Black Widow I / Wanda Maximoff - Formerly the first assassin trained in the Red Room to become the Black Widow, and a renegade Hydra spy who refused to follow Red Skull's genocidal campaign against America. She was Steve Rogers' first potential lover until, during the moment Rogers was frozen in the ice, she presumably lost her life in the explosion of a Hydra vessel containing the Space Stone which was piloted by the Red Skull to destroy New York. She attempted to stop the vessel by smashing the Stone's container, partially disabling the vessel's engines. Once she physically handled the stone, it opened a wormhole into space, sucking Wanda into it and causing a shock wave which completely obliterated the vessel and knocked Rogers and Red Skull into the frozen sea. Unknown to Rogers and Skull, in Captain America's second arc, it is revealed that the stone teleported Wanda into other limits of space, where Wanda was slowly transformed into a cosmological entity with infinite knowledge.
 * Appearance: Based on Elizabeth Olsen's portrayal of Wanda Maximoff / Scarlet Witch in the Marvel Cinematic Universe. Her Singularity form is similar to the same name Multiversal character in the comics, but with straight down hair.
 *  Azzuri - T'Challa's grandfather, who was the Black Panther during World War II and a old ally to Captain America.
 * Appearance: The same of his Earth-616 counterpart.
 * Mar-Vell - Hulkling's father, a Kree scientist, and the only one of his kind who refused to follow the Empire's war with other planets, including the Skrulls. He became Carol Danvers's first lover after she had at the time manifested her Kree powers, and helped her escape the Kree ship where she was being held on and entrusted her in ending the Kree Empire's galactic terrorism, as well as looking after his son Dorrek VIII. Mar-Vell also implanted embryos of himself in Danvers' womb, rendering her pregnant of Marie. He was soon executed by Ronan for betraying the Empire.
 * Appearance: Based on his Ultimate Earth counterpart.
 * Joseph Robinson - The news anchor of New York and head of Daily Bugle’s rival company the New York Sun who holds high faith in superheroes, including Spider-Man, whom he even praises for having 100 heroic victories in his very first year of crime-fighting. He is frequently confronted in his office by J. Jonah Jameson, who keeps trying to convince him of Spider-Man's "criminal schemes", which Robertson repeatedly dismisses as an excuse for Jameson's own failures, such as his disqualification from the election for Mayor of New York.
 * Appearance: Based on Bill Nunn's character in Sam Raimi's Spider-Man film trilogy.
 * Annabelle "Anna" Brady - A Midtown High student and aspiring DJ as well as the school's reporter. She is a dedicated fan of superheroes (including Spider-Man and his friends as well as the Avengers).
 * Appearance: Based on actress Dove Cameron. She is usually shown wearing superhero-based outfits, such as a black shirt with a heart-shaped Spider-Man face (similar to the one worn by Mary Jane Watson in the comics and in Lego Marvel Super Heroes), a cheerleader uniform with details of Captain America's uniform, and a Captain Marvel costume.
 * Nathaniel "Rocket" Jordan - The captain of Horizon High's football team known as the Wolves who has a intense rivalry with Flash Thompson.
 * Appearance: Based on Flash Thompson's counterpart from Earth-1610.
 * Attuma - The first king of Atlantis. He was killed by his own daughter Namora, who sought to usurp the throne of Atlantis to declare war on the surface.
 * Appearance: Based on his appearance in Avengers: Black Panther's Quest.
 * Mayor Steve Ditko - The Mayor of New York City and a friend of Earth's superheroes.
 * Appearance: Based on comics artist and writer Steve Ditko.

Individual Life Forms and Aliens Existing in the Series

 * Humans - The intelligent inhabitants of Earth. Those include mutated humans (also called Metahumans), who have their DNA affected by unknown substances which grant them special abilities.
 * Mutants - Humans born with a genetic anomaly which grants them an extra-normal ability not possessed by normal humans.
 * Inhumans - A race of altered human beings which were the result of experiments on ancient humans by the extraterrestrial race, the Kree, embedding into their genetic code the potential to transform and/or acquire superhuman abilities through a process known as Terrigenesis.
 * Titanian Tigers - Alien humanoid tigers who were once banished from their home world of Titan by Thanos decades ago and are now currently taking refuge in different planets around the galaxy, with a tribe led by Soto residing on Earth.
 * Flerkens - Alien creatures which resemble house cats, but are said to be feared by countless aliens (even Thanos). Unlike the common Earth cat however, they possess cognitive intelligence and can lay eggs. Their mouths contain pocket dimensions used to store and hold almost anything; they can also teleport and summon tentacles with fanged maws from their mouths with which to attack and consume. Flerkens can also develop a symbiotic, psychic link with any sentient life form which does not fear them, as shown when Carol Danvers develops one with Goose, who also replicated some bit of Danvers' powers.
 * The Kree - A scientifically and technologically advanced militaristic race of mostly blue-skinned humanoids from the planet Hala.
 * The Phalanx - A race of alien androids with Symbiote-like attributes which can possess and control host bodies. Initially believed by Oscorp's Spider-Slayers (mostly HobGoblin / Austin Osborn) to be an interdimensional invasion force, the Phalanx were soon revealed (and discovered by Spider-Man, Ant-Girl and Iron Man) to be alien weapons created by Professor Mysterion and Doctor Octopus to be used for their mutual revenge on Norman Osborn and to be part of Thanos' army.

Locations, Planets and Worlds Existing and Featured in the Series

 * Earth (also known as Midgard, Terra, or Planet C-53) - The third planet in the Solar system, home to the Humans, Mutans, Inhumans, and a number of Asgardian and alien immigrants.
 * New York City, United States of America (U.S.A.) - The largest city in the state of New York and the city with the largest metropolitan area in the United States of America. It is notably the home of the most popular superheroes, including the Avengers, Spider-Man, the Fantastic Four and the X-Men.
 * Pegasus Z - A peaceful paradise island created by Mutants and Inhumans to be the secret sanctuary and safe heaven of all free-spirited metahumans. It is currently the homeland of metahuman loners who have no official place in the outside world like Shadow Widow, the Metagirls, among others. Humans are also allowed on the island as long as they vow to respect the rights of Mutants and Inhumans like Spider-Man and his friends do. The island is based on both Isla Nublar in the Jurassic Park franchise and Angel Island in Sonic the Hedgehog 3.

Differences Between the Reboot and the Original Franchise
Since this new series is a reboot to the original Ultimate Marvel storylines, there are a series of changes and differences done in the story.
 * Gwen Stacy (who was a rebellious teenager close to Peter Parker's age before her death and cloning by the hands of the Carnage Symbiote in the original franchise) is re-imagined in the reboot as an twelve-year-old pre-teenager and more loving girl who is soon bitten by a new Super Soldier spider which leads to her transformation into Ghost-Spider.
 * In the original comics, Mary Jane Watson's father was a human named Greg Watson. In the reboot, Mary Jane's father is Soto, the chief of Earth's Titanian Tiger tribe, making Mary Jane a human/alien hybrid like Star-Lord in the comics.
 * While she is still Mary Jane's best friend, Liz was surnamed Allan, she was the daughter of the mutant cannibal Blob and a mutant under the code-name Firestar. In the Earth-2 version, Liz is given with the surname Danvers-Rogers, and was re-imagined as the daughter of Steve Rogers / Captain America and Carol Danvers / Captain Marvel.
 * Also, Firestar (who is Angelica Jones like her main counterpart) is re-imagined as a Inhuman, Jessica Jones' twin sister and one of the two halves of the Phoenix.
 * In the original story, Janet Van Dyne was a Mutant of Asian descend who frequently suffered from physical and verbal abuse by Hank Pym, with whom she had a rather complicated relationship. In the Earth-2 version, her looks and origins are far more loyal to her appearance in The Avengers: Earth's Mightiest Heroes!, although her costume still has details from the first suit worn in The Ultimates.
 * In the original story, Black Cat was a lawless vigilante who at one point expressed romantic interest on Spider-Man until she learned of how young he was. In the reboot, Black Cat is re-imagined as a more moralized superheroine while she as Felicia is also re-imagined as Peter's cousin, daughter of his Aunt May, and a young Lesbian girl.
 * In the original story, Natasha Romanoff was the assassin and spy code-named Black Widow who was sent to infiltrate S.H.I.E.L.D. and the Ultimates to tear them apart and played a part in killing Hawkeye's family. In the reboot, Natasha is re-imagined as a normal, yet sympathetic citizen and Russian immigrant to the U.S.A. who happens to be a ballet instructor and one of Mary Jane's teachers.
 * The Black Widow in this reality is Yelena Belova, who is a major antagonist to the Avengers.
 * In the original comics, Hulk had a more antagonistic role, depicted as not only being incredibly destructive and violent but also downright sadistic (as Hulk even displayed cannibalistic traits), and rarely acted in a heroic manner like when he fought alongside the Avengers. In the reboot, Hulk / Bruce Banner is more similar to Mark Ruffalo's character in the Marvel Cinematic Universe, with his present day form displaying the same looks and behavior as in Avengers: Endgame.
 * In the original comics, Carol Danvers was a non-powered soldier and S.H.I.E.L.D. Captain who at one point took the role of director until Gregory Stark's death. In the reboot, Danvers is still Captain Marvel as in the ongoing comics and in other media including the same name MCU film and Avengers: Endgame, and she is Steve Rogers' wife, Liz's mother and a founding member of the Avengers, replacing the Black Widow in the comics.
 * As in Avengers Unleashed, Bruce Banner's lover Betty is re-imagined as General Ross' adopted daughter instead of biological.
 * In the original Ultimate series, Kitty Pryde was one of the love interests of Spider-Man, and her relationship with him brought some conflict with Mary Jane Watson. In the Earth-2 version, however, she remains just friends with him and is re-imagined as Mary Jane's younger cousin, and a growing Lesbian girl.
 * In the original Ultimate comics, Venom was the second stage of a genetically created "suit" designed by Richard Parker (Peter's father) and Eddie Brock Sr. (Eddie's father) as a cure for cancer meant to bond to the user and protect them from internal and external harm. In the reboot, Venom is still an alien organism as its Earth-616 counterpart, although this version found a suitable host on Jack Thompson (Flash Thompson's uncle) and never bonded with either Peter Parker or Eddie Brock, although the Symbiote did duplicate Spider-Man's powers by devouring the lab spiders of Oscorp.
 * In the original Ultimate comics, Carnage was a self-regenerating vampiric organism created from DNA samples of both Spider-Man (Peter Parker) and the Lizard, and combined with samples from Richard Parker's symbiotic suit research. In the reboot, Carnage is re-imagined as an alien spawn of the Symbiote invasion force led by Riot. Also, unlike other incarnations where Carnage's host was Cletus Kasady, this version of Carnage is bonded to Eddie Brock.
 * In the original story, Norman Osborn / Green Goblin knew Spider-Man's identity since he saw him being bitten by a radioactive spider. In the reboot, however, Osborn was distracted witnessing the crossfire between Crossbones' and Punisher's gangs, and did not notice Peter getting bitten by the spider. So, Osborn never got to know Peter's connection to Spider-Man.

Adaptations

 * Mary Jane Watson as Tigra and Cassie Lang as Ant-Girl appear in Iago PUC's version of Marvel's Spider-Man and Marvel's Spider-Man: Webbed Champion as main characters.
 * Marvel: All New, All Different Chronicles incorporates several versions of the characters in Ultimate Marvel: Earth-2, such as Starforce and the Guardians of the Galaxy. Events from the comic book series (such as Spider-Man's origins, the foundation of the Avengers and Captain America and Captain Marvel's marriage) are also adapted.