Main characters in Prince Ben and Peter Parker.
Peter Parker - A peasant who tries to sell firewood to make a living, but he almost never gets any business, leaving him very hungry. He's still hopeful enough to inspire his friend, Eddie Brock. He and Eddie have a secret handshake. After talking about how nice it would be to live like the king with food and a nice hat being Peter's prime wishes. After seeing a carriage full of Captain Osborn's men go into the palace, Peter decides to try to get in and ends up mistaken for the prince and let in. Inside, Peter was caught by Captain Osborn. Just then, Peter was told the prince wanted to see him and went in. Peter was in a large hallway when he looked at how clean the castle was before slipping and knocking into two suits of armor, with one helmet landing on his head. Peter then met the prince, who'd ended up with a helmet on his head too. The two lifted their visors to stair look at each other and found that they had the same eyes and hair color. Upon removing their helmets, they discovered that they looked perfectly alike. Peter believed life in the palace had to have been nice compared to living in the streets, seeing as he only lives in a shack with his girlfriend Mary Jane Watson and Eddie, glad to have enough food to be full, being able to fence, and finally go to sleep. He did admit to Ben that hanging out with his friends as long as he liked was something Ben didn't have. When Ben voiced his idea for the two to take each other places, Peter objected as he had no idea how to act like a prince and doubted the king would be fooled. Peter eventually nervously agreed once Ben promised to be back by the next morning. After Ben had left, Peter took a look at himself in the mirror and checked out a red fancing masks with one way mirrors for the eye holes and mused over how his friends would react if they saw him now. Peter then met Ben's tutor Professor Connors and looked at a long list of royal duties, beginning with falcon training, which ended with Peter running away from an angry falcon. After that, Peter perfected a super adhesive Ben's friend Gwen had invented, making a webbing design to fit with the whole spider theme of the royal family, with Harry accidentally getting a large chunk of it stuck to his face. That night, Peter practiced his fencing on a suit of armor when Gwen arrived and revealed she knew Peter wasn't the prince, which Peter admitted after a few moments and explained everything to Gwen and Harry. Peter then admitted that palace life was life threatening but didn't complain. After that, Peter was told by Connors that the king was gravely ill and in his last hours. Peter was nervous about seeing the king, mostly because he knew how Ben would react when he learned his father had died. Peter followed Gwen to the king's room, talking about himself to Gwen before deciding to tell the king everything, but he lost his nerve after hearing the king's weakend voice. Soon afterwords, Peter promised to rule England wisely on behave of Ben just before the king died. After that, Peter walked out, determined to find the prince when Osborn grabbed him and ordered Peter to do whatever he said, or else he'd kill a captured Mary Jane. As the coronation began, Peter was shocked by the size of the hall and was reminded by Osborn that if he didn't do as he said, Mary Jane would die. As the coronation was about to begin, Peter was confident Ben would get here, so he tried to stall the coronation before being told to sit down by Gwen's father, George. As he was about to be crowned, Peter yelled for the cornation to stop and revealed Osborn as a villain before Osborn turned the guards on him. However, they were stopped when Ben arrived with Eddie, Gwen, and Harry. Peter also alerted Ben to a trick of Osborn's. Peter then joined in a sword fight between Ben and Osborn to help Ben out. Peter and Ben then tripped Osborn as the chadelier came at him before he and his men were rolled into a wall. After the mess of who was who was cleared up, Mary Jane kissed Peter on the lips. Peter then gave Ben his royal robes and joined in the celebration.
Ben Reilly - The son and heir of the king. He hates the lack of time to hang out with his friends since right after breakfast, he had studies, then lunch, then fencing, then tea, then banquets and feasts until a strict nine o'clock bedtime. During lessons with Professor Connors, he would have spit ball fights with his friend Harry, that he'd usually win unless his other friend Gwen got involved. Professor Connors took it good naturedly but also reminded Ben he had to pay attention to his studies to fulfill the royal duties and give his father rest and quiet. One day during lessons, Ben saw Harry's father Captain Osborn hold up a peasant to be taken away, but Ben demanded that the peasants be shown respect and had the peasant brought up to him. As he went into the hall, Ben ended up with a helmet on his head from several suits of armor falling over. After taking his helmet off in front of the boy, Ben discovered that the peasant looked just like him and was named Peter Parker. Ben then complained to Peter about his schedule and told Peter how he envied his freedom, wishing he could take Peter's place. This sparked an idea for Ben that he could take Peter's place while Peter took his. Ben assured Peter he'd do fine and if there was trouble, everyone would know he was the prince by a royal ring he'd still have in his possession. Ben then climbed down the castle walls and said hello to Osborn, saying he was the prince as a test. It worked as Osborn didn't believe Ben and tossed him away. Ben then met Peter's girlfriend, Mary Jane. Ben then said he was Peter, but Mary Jane didn't believe him. When Eddie arrived, Ben managed to pass his not recognizing him as a joke before going off, not wanting to spend too much time with Eddie in case he got suspicious like Mary Jane. Later, Ben rushed to a snowball fight and didn't mind losing as he was still having fun. Ben also took a bone away from a dog on the street and tried to have him fetch it but just ended up running off when the dog chased after him. After escaping the dog, Ben saw Lieutenant Jason Phillips trying to steal a chicken from a woman and her two children when Ben tried to stop them, but Phillips simply slammed a pumpkin on his head. After Phillips left, Ben learned from the mother and her children, Jim and Laura, that the king always took their food. Deciding to do something, Ben donned the royal ring and held it up to a guard, O'Hern, and took all the food, distributing it to the villagers when Phillips returned. Ben was helped out by the towns people as Eddie helped them escape on O'Hern's cart. When the church bells ring that night, Ben asks what happened and learns from a passing man that his father has died. Letting the shock come in, Ben knew what he had to do and decided it was up to him to right the wrongs he saw that day, revealing himself to Eddie, and promising to pay Eddie back for saving his life that afternoon. Just then, Osborn arrived and had his guards corner Ben while he helplessly watched as Eddie was flung out the window. Ben was then tossed into the palace dungeon by Osborn and was planned on being killed after the coronation, ending up in the same cell as Gwen and Harry. Just as Osborn left, the coronation began. Ben tried to get Phillips to let them out, but Phillips refused just as the executioner arrived, however, when the executioner purposefully knocked out Phillips, he revealed himself as Eddie. Eventually, Eddie and Gwen managed to get everyone out of the cell, and they just barely avoided an attack by Osborn's guards. Ben then arrived just as Peter outed Osborn as a villain, and taking a guard's sword to fight Osborn. Ben was willing to hear Osborn explain himself before avoiding another trap by Osborn. Ben was then disarmed and nearly killed by Osborn before he was stopped by Gwen and Mary Jane. Ben then resumed the fight with additional help by Peter. When Ben saw the chadelier coming, he and Peter tripped Osborn, so that he was knocked out with all his men. After the mess was cleared up, Ben was crowned king of England, and with his old and new friends, he ruled the country as he promised he would, with justice and mercy.
Eddie Brock - A good friend of Peter's. He tries to make a living selling snow cones, but being winter, sales aren't too good. A secret handshake he shares with Peter always cheers him up. After talking about living like a king, Eddie states how he would like food, a nice house and a fire place, and thermal underwear. When Peter returned from the palace after going in, Eddie rushed over as he feared Peter was dead. When Eddie heard Peter ask for his name, Eddie asked if Peter fell on his head and believed Peter was joking, believing he fell on his head. Eddie later caught up to Peter after he had run off and saw him distribute huge amounts of food as people called him "Sire", making Eddie believe Peter had gone crazy from hunger. Eddie then saved Peter from several guards and took him to their home as he made some soup from their spoils when Eddie heard Peter talking about righting the wrongs he'd seen as he also put on the royal ring, convincing Eddie that this Peter was actually Ben. Eddie then tried to save Ben from Osborn, but Osborn tossed a knife at Eddie, catching his jacket, and Eddie was flung out a window by the force of the throw. Eddie survived the fall and got into the palace by disguising himself as the executioner and knocking out Phillips before revealing himself to the captured Ben, and his friends Gwen and Harry. As Eddie tried to figure out which key unlocked the cell, more soldiers came, and Gwen grabbed the keys from him and used the skeleton key. Eddie then tricked the guards out of a door in the tower and quickly helped everyone get to the throne room. Eddie then used a bow and arrow to free a captured Mary Jane, and after Osborn was defeated, Eddie gave the new King Ben his scepter and praised him.
Captain Norman Osborn - The captain of the king's guard. After the king became sick, Osborn used the opportunity to rob and terrorize the people of England, doing it in the king's name. One day, Osborn caught his second-in-command, Lieutenant Jason Phillips, let in a peasant who looked like the prince, Osborn stomped on his foot and pointed out that the prince was in his class room doing lessons. Osborn then grabbed the peasant, Peter, and prepared to lock Peter in the dungeon for at least a year until Prince Ben asked for Peter to be brought up to him. Osborn did so, kicking Peter to the castle door. When Peter returned and walked past Osborn, Osborn grabbed him and disbelieved his claim that he was Prince Ben and kicked him over the castle wall. Later that day, Osborn heard from Phillips about the pauper talking like a nobleman and having the royal ring, making Osborn realize he'd actually kicked out the prince, also making him think up a deadly scheme since that meant the prince was actually the pauper. After Peter went to talk with the king, Osborn captured Harry. Afterwords, after the king died, Osborn captured Gwen and Peter, forcing Peter to serve him as a puppet ruler or else an already captured Mary Jane would be killed. Osborn then tossed Ben into a cell with Harry and Gwen, revealing he'd kill them once Peter was crowned. At the coronation, Osborn threatened Peter again by tugging on a rope he died around Mary Jane's neck. When Peter outed Osborn as a traitor, Osborn outed Peter as an imposter and told his men to kill them. However, Ben arrived with the others and confronted him. Osborn tried to explain himself to Ben before trying to trip him, but Ben just avoided that thanks to Peter. Osborn eventually managed to disarm Ben before he was knocked over by a freed Mary Jane and Gwen. Peter then helped Ben fight Osborn. Osborn eventually lost his pants, and Peter and Ben tripped him, so he got knocked out by a freed chandelier, leaving him defeated.