THE CASTING:
Andrew Garfield as Peter Parker/Spider-Man (the Leader)
Sebastian Stan as Bucky Barnes/Winter Soldier (second in charge)
Jaimie Alexander as Lady Sif (third in charge)
Noel Fisher as Johnny Storm/The Human Torch (fourth in charge)
Anthony Mackie as Sam Wilson/The Falcon
Julie Benz as Lt. Col. Carol Danvers/Miss Marvel
Jordana Brewster as Eva Ayala/White Tiger (fifth in charge)
Anna Paquin as Rogue
Shawn Ashmore as Bobby Drake/Iceman
Ellen Page as Kitty Pryde/Shadowcat
Daniel Cudmore as Peter Rasputin/Colossus
Alan Cummings as Kurt Wagner/Nightcrawler
Lucas Till as Alex Summers/Havok
Scarlett Johansson as Natasha Romanoff/Black Widow
Jeremy Renner as Clint Barton/Hawkeye
Ryan Reynolds as Wade Wilson/Deadpool
Clark Gregg as Agent Phil Coulson (mentor)
Hugh Jackman as Logan/The Wolverine (mentor)
Patrick Stewart as Charles Xavier/Professor X (mentor)
Kelsey Grammer as Dr. Hank McCoy/Beast (mentor)
Stellan Skarsgård as Dr. Erik Selvig (mentor)
Rhys Ifans as Dr. Curt Connors/The Lizard (mentor/villian)
NOTABLE CAMEOS:
Robert Downey Jr. as Tony Stark/Iron Man (recruits Spider-Man)
Chris Evans as Steve Rogers/Captain America (recruits Winter Soldier)
Chris Hermsworth as Thor (recruits Lady Sif)
Mark Ruffalo as Bruce Banner/The Hulk (recruits Johnny Storm/The Human Torch)
Samuel L. Jackson as Nick Fury, Director of S.H.I.E.L.D.
Cobie Smulders as Agent Maria Hill
Maximiliano Hernández as Agent Jasper Sitwell
William Hurt as General Ross
Ray Stevenson as Frank Castle/The Punisher
Wayne Knight as Microchip
Gwyneth Paltrow as Pepper Potts
Liv Tayler as Betty Ross
Natalie Portman as Dr. Jane Foster
Emma Stone as Gwen Stacy
Kat Dennings as Darcy Lewis
Don Cheadle as Lt. Col. James Rhodes/War Machine/Iron Patriot
Ty Burrell as Doc Samson
Jon Favreau as Happy Hogan
Paul Bettany as J.A.R.V.I.S. (voice)
Stan Lee as the Janitor
THE VILLIANS:
Alan Ritchson as Eddie Brock/Venom
Tom Hiddleston as Loki
Hugo Weaving as Lt. Col. Johann Schmidt/Red Skull
Julian McMahon as Dr. Victor von Doom/Dr. Doom
Chris Cooper as Norman Osborn/Green Goblin I
Dane DeHaan as Harry Osborn/Green Goblin II
Colm Feore as Adrian Tommes/The Vulture
Jamie Foxx as Max Dillon/Electro
Paul Giamatti as Aleksei Sytsevich/The Rhino
Ian McKellen as Erik Lensherr/Magneto
Rebecca Romjin as Raven Darkholme/Mystque
Ray Park as Toad
Tyler Mane as Victor Creed/Sabrethoot
Vinnie Jones as Cain Marko/Juggernaut
Aaron Stanford as John Allerdyce/Pyro
Ben Kingsley as Gene Khan/Trevor Slattery/The Mandarin
Faran Tahir as Raza
Mickey Rourke as Ivan Vanko/Whiplash/Crymson Dinamo
Sam Rockwell as Justin Hammer
Tim Blake Nelson as Samuel Sterns/The Leader
Tim Roth as Lt. Col. Emil Blonsky/The Abomination
Vin Diesel as Carl "Crusher" Creel/Absorbing Man
Kevin Greviuox as Apocalypse
Ray Wise as Sebastián Shaw
Ali Larter as Emma Frost/The White Queen
Ralph Finnies as Agent Nathaniel "Nate" Essex/Mr. Sinister
BONUS TRACK:
Sam Rockwell as the Joker in Batman Reboot
Rebecca Hall as Diana Prince/Wonder Woman in Justice League
Laetitia Casta as Dr. Pamela Isley/Poison Ivy in Batman Reboot
Robert Amell as Conner Kent/Superboy in Man of Steel 2/3
Mackenzie Gray as Brainiac in Man of Steel 2/3
Colin Salmon as Martian ManHunter/J'onn J'onzz/Det. John Jones in Justice League
Li Bingbing as Karai (TMNT)
Rinko Kickuchi as Karai (TMNT)
Cress Williams as Simon Baz/Green Lantern