Peter Mark Richman

as Dunwell

as Charles Baxter (voice)

as Ralph Offenhouse

as Dr. Klaus Bergstrom

as Charles McCulloch

as Old Peter Parker / Old Spider-Man (voice)

as Robert Franklin

as Lawrence Carson

as Winchell (voice)

as Ellis Jordan

as Richard Vardeman

as Dr. Crippin

as Lamar Bennett

as Dr. Walter Ellis

as Abin Sur / Guardian #1 (voice)

as Gen. Stefano Aragas

as Col. Dubnov

as Officer Barrett

as Maynard Anderson

as Ken Atamien

as Avery Schiller

as Frank Patton

as Reverend Snow

as Nick Morgan

as Prof. Ian Fraser

as Gardner 'Gard' Jordan

as Adam Whitley

as Gantt

as Andrew Laird

as Arthur Horton

as Roy Burke

as Walter Kingman

as Capt. Aptmeyer

as Norm Trainer

as Tabor (voice)

as Self

as Lt. Vincent Bondini

as Colonel Briggs

as The Phantom / Kit Walker / 26th Phantom (voice)

as Phillip

as Russ Paterno

as Self

as Prince Gio

as Webb

as Daryll Frazer

as Johnny

as Tom Wiley

as Martin Emory

as Peter B. Clifford

as Dr. Marad

as Lloyd Mastic

as Roy Barlow

as C.C. Capwell

as Simon Abbott

as Col. Roy Haggard

as Johnny Madrid

as Hawk

as Noble

as Richard Stayman

as Leo Roman

as Col. Briggs

as Dr. David Lyman

as Anton Veitch

as Cadet Colonel Corger (as Mark Richman)

as Maury Maddock

as Grady

as Robert Vandenburg

as Mr. Denby

as Adam Chance

as Senator Mitchell

as Col. Kendal Hunter

as Abbott

as Maj. Lucas

as Andy Cole

as Arthur Kolinski

as Mr. Webb

as Charles Samuel Williams

as Dr. Henry Pryor

as Latimer

as Price

as Duke Paige

as Young Officer

as Saunders

as Gar Durand

as Samuel Boyce

as Dr. Donald Rafelman

as Police Lt. Bill Hanley

as Lieutenant Walling

as Priest

as Emmett Koster

as Carl Bolton

as Young

as Sal Gilman

as God (voice)

as Edgar Hamilton

as Self

as Marcus

as Paul Forbes

as Howard Thaler

as Bat La Rue

as Mack

as Miguel Figueroa

as Tex Rickard

as Nicholas 'Nick' Cain

as Conway

as Redmond

as David

as Frank Cunningham

as King Bera

as Gerald Pryor

as Mr. Dunson

as Maj. Otto Von Zeeny

as Robert Mardian

as Walter Garland

as Dr. Ronald Calley

as Nicholas Cain

as Paul Marcus

as Clarence Hartog

as Self

as Massler

as Dr. Kurt Von Stafenberg

as Smith

as Nick Cain

as John Shields

as Lt. Larkin

as Self

as Self

as Dr. Blumenthal