

Appearing in "Who Run the World?: Part Two"
Featured Characters:
- Spider-Man (Peter Parker) (Main story and as The Liar in recap)
- Boomerang (Fred Myers) (Appears in flashback and main story)
Supporting Characters:
Antagonists:
- Syndicate
- Lady Octopus (Carolyn Trainer) (Appears in flashback and main story)
- Scorpia (Elaine Coll) (Appears in flashback and main story)
- Beetle (Janice Lincoln)
- White Rabbit (Lorina Dodson) (Appears in flashback and main story)
- Electro (Francine Frye) (Main story and recap)
- Trapstr
- Mayor Wilson Fisk (Main story and recap)
Other Characters:
- Shocker (Herman Shultz) (Mentioned)
- Hydro-Man (Morris Bench) (Mentioned)
- Alistaire Smythe (Mentioned)
- Rhino (Aleksei Sytsevich) (Mentioned)
- Hawkeye (Clint Barton) (Mentioned)
- Vanessa Fisk (Painting)
- Randy Robertson
Races and Species:
Locations:
- Earth (Appears in flashback and main story)
- United States of America (Appears in flashback and main story)
- New York (Appears in flashback and main story)
- New York City (Appears in flashback and main story)
- Manhattan (Appears in flashback and main story)
- Lower East Side
- Upper West Side (Recap)
- Midtown (Appears in flashback and main story)
- Hell's Kitchen (Appears in flashback and main story)
- 51st Street and Eighth Avenue (Only in flashback)
- Bar with No Name (Only in flashback)
- Wilson Fisk's Mansion
- 51st Street and Eighth Avenue (Only in flashback)
- Hell's Kitchen (Appears in flashback and main story)
- East Village (Main story and recap)
- Bowery (Main story and recap)
- Empire State University (Recap)
- Peter, Randy, & Fred's apartment
- Bowery (Main story and recap)
- Manhattan (Appears in flashback and main story)
- New York City (Appears in flashback and main story)
- New York (Appears in flashback and main story)
- United States of America (Appears in flashback and main story)
Items:
- Lady Octopus' Tentacles (Appears in flashback and main story)
- Scorpia's Suit (Appears in flashback and main story)
- Beetle Armor MK V
- Paste-Gun
- Spider-Man's Suit and Web-Shooters
- "Something of great value" (Mentioned)
- Spider-Tracer (Behind the scenes in main story and appears in recap)
- Isotope Genome Accelerator (Recap)
- Spider-Tracer-Tracker (Mentioned)
Events:
- A Trivial Pursuit (Recap)
- Back to Basics (Recap)
Synopsis for "Who Run the World?: Part Two"
The Sinister Syndicate attacks Boomerang to eliminate it; after securing Aunt May, Spidey intervenes to his rescue but the two are not used to fighting together, while Syndicate members yes, so they manage to kidnap Boomerang ... but the Beetle actually wants to deliver him to Kingpin in exchange for a lavish reward and don't kill him. Meanwhile, Peter finds out that Randy's new girlfriend is the Beetle.
Solicit Synopsis
• There is a new Sinister Syndicate!
• Beetle, Electro, Lady Octopus, Scorpia and White Rabbit have come together for one reason: TO HUNT BOOMERANG!
• Spidey knew having Boomerang as a roommate would come back to bite him, but not like this.Trivia
- This issue's cover is a homage to Amazing Spider-Man #280.