|Contest of Champions: Part 3|
|Air date||October 17, 2015|
|Written by||Marty Isenberg|
|Directed by||Roy Burdine|
Contest of Champions: Part 2
Contest of Champions: Part 4
- Spider-Man/Peter Parker
- New Warriors
- The Collector/Taneleer Tivan
- The Grandmaster/En Dwi Gast
- M.O.D.O.K./George Tarleton
- The Leader/Samuel Sterns
- Doctor Octopus/Dr. Otto Octavius (flashback)
- Zzzax (flashback)
- Wendigo King (flashback)
- Beetle/Abner Jenkins (cameo)
- Abomination/Emil Blonsky (cameo)
- Absorbing Man/Carl Creel (cameo)
- Aunt May
- Hulk/Dr. Bruce Banner (flashback)
- Iron Man/Tony Stark (flashback)
- Phil Coulson (cameo)
- S.H.I.E.L.D. Trainees
- Cloak/Tyrone Johnson
- Dagger/Tandy Bowen (cameo)
- Squirrel Girl/Doreen Green (cameo)
- Drake Bell as Spider-Man
- Matt Lanter as Agent Venom
- Travis Willingham as Thor
- Eric Bauza as Iron Spider
- Charles Adler as Modoc
- Jeff Bennett as Grandmaster and The Collector
- Robin Atkin Downes as Annihilus
- Misty Lee as Aunt May
- James C. Mathis III as Terrax
- James Arnold Taylor as The Leader
- Dwight Schultz as Attuma
- Aunt May is revealed to be aware of Peter's secret identity as Spider-Man. Agent Venom and Iron Spider are also made aware of this fact.
- Iron Spider: She called you... You're Peter Parker?
- Flash Thompson: Puny Parker? This it... Wh... Yeah, but... No. Th... No, no, no, no. No, that's not true. T-that's... We don't... No, that's impossible!
- Iron Spider: Peter Parker is Spider-Man?! I did not see that coming!
- Spider-Man: Now we change the rules of this game. By eliminating the stakes.
- Flash Thompson: Your gonna blow up the Earth?!
- Spider-Man: The other stakes.