Nicolas Cage made his live-action debut as the web-slinger in Prime Video‘s Spider-Noir, and the second episode titled “Tread Lightly” dropped on May 27, 2026. The eight-episode series follows Ben Reilly, a washed-up private investigator in 1930s New York who gets pulled back into his violent past as a vigilante called “The Spider.” Episode 2 marks a major turning point where Reilly puts on the mask for the first time at the start of the third act.
The show gives viewers a choice to watch in either authentic black and white or full color. The series originally premiered on MGM+ on May 25, 2026, before landing on Prime Video two days later for global audiences. Here is a complete breakdown of every main actor appearing in Episode 2 and the characters they play.
Nicolas Cage Returns as Ben Reilly (The Spider)
Cage previously voiced a different version of Spider-Man Noir in the 2018 animated movie Spider-Man: Into the Spider-Verse. In that film, he played Peter Parker. But for the live-action series, Cage takes on the role of Ben Reilly — a completely different character from the comics. In Marvel comics, Ben Reilly is famously a clone of Peter Parker, but the TV show ignores that backstory entirely.
The actor described his version of the character as “70 percent Humphrey Bogart, and 30 percent Bugs Bunny.” Cage brings a weary, cynical energy to Reilly, who retired from being The Spider after a personal tragedy. Episode 2 forces him back into action when his secretary Janet Ruiz gets threatened by mobsters.
“I’m quite happy to let the films do the talking.” – Nicolas Cage on avoiding rivalries with other superhero projects
Cage has been open about his love for superhero comics since childhood. Back in the 1990s, he was cast as Superman in the canceled movie Superman Lives. Fans finally saw a glimpse of that version in The Flash movie through a multiversal cameo.
Brendan Gleeson Plays the Villain Silvermane
Brendan Gleeson, known to millions as Alastor “Mad-Eye” Moody from the Harry Potter films, takes on the role of Finbar “Finn” Byrne, also known as Silvermane. He is the dangerous Irish mob boss running criminal operations in 1930s New York. Gleeson earned an Academy Award nomination for his work in The Banshees of Inisherin, and he brings that same intense presence to Spider-Noir.
Episode 2 sets up a rivalry between Silvermane and The Spider that continues throughout the season. Silvermane owns a nightclub called The Alcove, which connects to Cat Hardy (played by Li Jun Li). Without giving away too many spoilers, the character meets his end by the series finale, but comic fans know that Silvermane often returns as a cyborg. The finale includes a moment that could set up that storyline for a possible second season.
Li Jun Li Plays the Femme Fatale Cat Hardy
Li Jun Li appears as Cat Hardy, the series’ version of Black Cat (whose real name in the comics is Felicia Hardy). The show reimagines her as a nightclub singer and a classic film noir “femme fatale.” She hires Ben Reilly to find her missing bodyguard Flint Marko, but she clearly hides information from him.
Li Jun Li had roles in shows like Blue Bloods, Chicago P.D., and Quantico before landing a major part in last year’s vampire movie Sinners. She won a Gotham Independent Film Award as part of the ensemble cast for that film. Episode 2 features a flirtatious, back-and-forth conversation between Reilly and Hardy that directly pays homage to the 1944 film noir classic Double Indemnity.
Lamorne Morris Plays Journalist Robbie Robertson
Lamorne Morris, best known for playing Winston Bishop on the hit comedy New Girl, takes on the serious role of Robbie Robertson. In the Spider-Man comics, Robbie is the editor of the Daily Bugle and a trusted friend to Peter Parker. For Spider-Noir, Morris plays a freelance journalist who helps Reilly investigate the disappearance of Flint Marko.
Morris also appeared in Fargo Season 5 and the comedy series Woke. Episode 2 shows Robbie interviewing the widow of a character named James Addison, learning that she spent money from burning down Silvermane’s mansion on a luxurious lifestyle. Robbie later tells Reilly that by confronting Silvermane, The Spider unintentionally saved the mob boss from a police ambush at the docks.
Jack Huston Plays Flint Marko (Sandman)
Jack Huston from Boardwalk Empire and Mayfair Witches plays Flint Marko, better known as Sandman. This marks the second live-action version of the character after Thomas Haden Church played him in Spider-Man 3 (2007). The show presents a more sympathetic take on the villain.
In Spider-Noir, Flint is a World War I veteran whose body is slowly turning into sand. His condition keeps getting worse, forcing him to hide with his old war friend Lonnie Lincoln. Episode 2 reveals that Flint and another soldier named Addison used to work as enforcers for Silvermane. The show treats Flint as a tragic figure rather than a straight-up bad guy.
Abraham Popoola Plays Lonnie Lincoln (Tombstone)
Abraham Popoola, seen in The Curse and Slow Horses, plays Lonnie Lincoln, who comic fans know as the villain Tombstone. In the comics, Tombstone is an albino gangster with superhuman strength and unbreakable skin. Spider-Noir changes the character into a war veteran who was experimented on, which put his life in danger because of his powers.
Episode 2 shows Lonnie hiding Flint Marko from Silvermane’s men. The show presents a more emotional and human version of the character, similar to what the animated series Your Friendly Neighborhood Spider-Man did with its villains.
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Karen Rodriguez Plays Janet Ruiz
Karen Rodriguez plays Janet Ruiz, Ben Reilly‘s long-suffering secretary. This is one of Rodriguez’s first major TV roles after playing DEA Special Agent Clarissa Hardwick on Power Book IV: Force. Episode 1 establishes that Janet has not been paid in a while, making her frustrated with Reilly. But she chooses to stay loyal to him despite her financial problems.
Episode 2 raises the stakes when Silvermane‘s men threaten Janet’s safety. This directly leads to Reilly deciding to put on The Spider mask again for the first time in years. Janet earns a promotion to Reilly’s business partner by the end of the season.
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