- Miss America: [after being summoned] I had to crack open a map to remember where this building was.
- Destroyer: How have you been, Madeline?
- Miss America: [hugs him] I've missed you, Keen.
- Spider-Man: [after Miss America and Whizzer express their hopelessness] Hey, wait a minute. You may not be in your prime, but I'd take you all anytime over the crime fighters of today.
- Black Marvel: I don't care what the rest of do. I'm going to help Spider-Man fight.
- Destroyer: I'm ready for action. Count me in.
- [to Miss America]
- Destroyer: Come on, Miss America. For old times sake?
- Miss America: I'm with you. As always.
- Whizzer: Oh, alright. You'll need somebody to watch your aching backs.
- Spider-Man: Great! Thank you.
- Black Marvel: I've brought something that will inspire us through the coming battle.
- [pulls out Captain America's shield and holds it out and they all put their hands on it]
- Spider-Man: [after the Thunderer reveals himself] Amazing! Disguised as a homeless man, the Thunderer's been keeping watch over this place the whole time!
- Kingpin: The Thunderer!
- Thunderer: Correct! I vowed to protect this site and after all these years I won't stop now!
- Spider-Man: [after the Chameleon betrays the Kingpin] Why'd the Chameleon turn on the Kingpin? And what's his connection to Kragov?
- [last lines]
- Spider-Man: [pursuing the Red Skull with Silver Sable] I don't get it. I thought you were a mercenary.
- Silver Sable: I am. Yes, my day job's for money, but my father founded the group to hunt German war criminals. I was continuing his work when I stumbled onto the Doomsday plot. Now I know you are a friend, one who can help me finish my father's work.
- Spider-Man: [thinking] Amazing! She's really a defender of freedom too. Heroes really do come in all sizes and shapes.
- [aloud]
- Spider-Man: I'm gonna help you alright. Between the two of us, the Red Skull is finally going to be history!