- Spider-man X (Jeffrey Madison) main Protaganoist
- Venom(Earth-718) Main Antagonist
- Wolverine(Earth-718) resistance Leader/Secondary Protaganoist
- Deadpool(Earth-718) General of Affairs in the symbiote Resistance
- Symbiote Replicas Venom's Foot Soldiers
- Carnage(Earth-718) Rogue Symbiote trying to take control of the Army for his own Purposes
The story begins in an alternate universe to Earth-616 where Jeffrey Madison has a care free life until, he sees Spider-man have his neck snapped infront of the entire city by Venom, only weeks later a symbiote invasion begins, with Few people immune to the symbiote bonding. He and his father are the only ones in his family to survive for four years where his father begins to create a new serum to turn himself into the new spider-man to combat these symbiotes, however the rogue Symbiote, Carnage, kills Proffesor Madison before his work is complete. Proffesor Madison told his son before he died "The World needs a spider-man, who can take a great power and do whats responsible" , this inspired Jeff to finish his fathers work, once he did he also built a suit he used the serum on his self and Became his worlds Spider-man, he eventually defeated venom with the help of the resistance. He became heralded as their savior.