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Previously on Spider-Man.

The Hobgoblin and the Green Goblin destroying the city?

You finish the job, Hobgoblin.

Uh-oh.

He looks like Carnage, but in my costume.

Well, dear clone.

Tell me what's going on.

They're from parallel realities.

The Carnage symbiot bonded with Scarlet-Spider's clone

and drove him completely insane.

Spider-Carnage will detonate a disintegrator bomb.

The blast will destroy every reality.

You must stop Spider-Carnage.

Kingpin, it's Spider-Man! Five of him!

Stop them!

My mutation disease!

What's happened to him?

Man-Spider! We're in trouble!

Spider-Carnage has not detonated the device yet.

We are powerless to stop him.

How can I help?

( Grunting )

Spider-Man!

There.

It's complete at last.

Then activate the mind-control device.

Look! We've run out of time!

And now, world, say good...

Guess again.

You! How did you get up here so quickly?

A good magician never reveals his tricks.

You did it!

You transported the powerless one there.

Yes. But if he fails, I'm now too weak to help him.

Stop! Let me go!

All is lost.

No. I will use the last of my power

to transport Man-Spider away.

Then, to stay alive,

I must return to our home dimension.

If Spider-Man prevails and we survive

tell him the Beyonder said, "thank you."

( Groaning )

( Grunting )

There. I've reprogrammed the device.

And I shall rip this imposter limb from limb

for causing us a delay.

Kingpin, I know he's promised to build you a machine

to take over people's minds,

but he's really built a bomb that will destroy us all.

These lies won't save your pathetic life.

It's the truth!

Spider-Carnage has duped you!

Don't listen to them!

What was that?

The dish stolen from J3 Communications

is magnifying the dimensional transporter!

A huge portal has been opened.

A portal?

Spider-Carnage is going to detonate a bomb.

And that explosion will be magnified through time and space

until it destroys all reality!

Shut up!

Why would you do this?

Ever since that spider bit me

the world has misunderstood me

and tormented me!

Now it's my turn.

I'm going to obliterate you all!

( Yelling )

Guys, I think he just started the countdown!

I'll try to reprogram the bomb.

You disable the transporter.

How can I help?

You keep your head down and stay out of trouble.

That I can do.

No!

Spider-Man! I found it!

It's over, Spider-Carnage.

Hey!

Stop him!

We still have to disarm the bomb!

Even without the transporter

it's powerful enough to blow up this building!

Where... what?

You did it!

You saved reality!

We all did.

It was a team effort.

Where's the Beyonder?

He had to go back to our home dimension.

The strain was too much on his powers.

Madam Web brought you back just in the nick of time.

I still have a few tricks up my sleeve.

Behold!

I'm sending him to a jail.

The authorities will find him under lock and key.

At least it's all over now.

Alas, it isn't.

Observe the window.

It's him again!

And it looks like he's up to his old tricks.

But I thought...

He has transported himself into another alternate reality.

Which one?

I am trying to search through infinity.

Ah!

The Peter Parker Science Foundation?

Wait a minute. That's my world!

I've got to go back!

You cannot.

You are still paralyzed, thanks to your rash behavior.

Web, can you send the rest of us there?

Only one of you.

Let me go!

No, I'm the leader here. I'll go.

My own powers are waning.

I can't place you there with pinpoint accuracy,

and you will be on your own.

- I understand. - Good luck.

Something tells me you're going to need it.

Amazing.

Looks and feel so much like the New York of my reality.

The people love me!

No wonder my armored alter-ego was so arrogant.

I should be in charge of this group

'cause I never lose.

Hey, wait!

A laser built right into your armor?

It's my own design.

In my world, I'm a multi-billionaire.

Aren't you?

He probably didn't know the meaning of the word "failure."

If I don't find Spider-Carnage quickly,

this paradise isn't going to be around

for my armored alter-ego to return to.

There you are!

How dare you keep us waiting so long.

Whoa! Wait! Stop!

Hey! Can't your fiancee give you a kiss anymore?

Great, Parker.

Here, you're engaged to somebody you don't even know.

Ah, I'm sorry, miss, uh...

Funny, Peter.

The name's Gwen Stacy.

Look, Mr. Comedian.

I'll go down to let them know you've finally arrived.

Then you can make your grand entrance.

My "grand entrance"?

It's not every night the city opens a science center in your name.

And wearing the old costume tonight.

Nice touch. Very nostalgic.

Wait right here.

Sorry to miss the party.

Got to go look for a maniac.

Where do I start?

I'm running low on time.

Come on, where are you?

Oh, this is almost too obvious.

I'll bite.

Oh, boy.

Well, my alter ego did say he owned his own robot.

Robot!

Destroy that intruder!

Spider-sense! Danger!

( Groaning )

I'm done for!

Wait, on the side of its head.

Those look like sonic receivers!

This robot can hear me!

If he's Spider-Man's,

he'd respond to verbal orders from Spider-Man!

Robot, put me down.

No! I command you to destroy him!

Spider-Carnage must be controlling him

from some hidden place!

Put me down!

No! Listen only to me!

Put me down!

Me!

Uh-oh.

Probably couldn't handle getting orders

from two Spider-Man voices.

Now I know Spider-Carnage is here.

Hello?

What?

I don't believe it.

Mary Jane. It's me, Peter!

Sorry, but I was wandering around.

I... heard some noise.

Oh, I'm so happy to have found you at last!

Whoa, handsome.

I appreciate the attention, but take it easy.

You're wrinkling the latest fashion from Paris.

MJ, don't you remember how much I love you?

How much you what?

Mary Jane.

Oh, it's you, Mr. Parker.

I had no idea you two were...

Aunt Anna, it's not what you think.

We hardly know one another.

That's not true!

I love you.

I am so happy to hear you say that.

Come on, Aunt Anna.

There's a party trying to get started in the ballroom,

and without me there, it's bound to be a flopper-roo.

Ciao, tiger.

Catch you on the upswing.

Mr. Parker, do come and visit us sometime soon.

That's not the Anna Watson I know.

That's not the Mary Jane I know either.

Care to explain what that was all about?

- Gwen! - Did I hear correctly?

You love that Watson woman?

Let me explain...

Hey everybody, we found them.

Peter! Where the heck have you been, boy?

You had your old godfather worried.

My godfather?

Hey. Where's that cool spider-armor?

You know, Peter. He's always full of surprises.

Why don't we all go down

and greet those people who paid good money to see the star here?

If I get trapped down there all night...

I'm afraid I must take Mr. Parker away from you

for a moment or two.

Wilson, what are you talking about?

As Mr. Parker's lawyer,

there are a few important legal papers that he must sign.

The Kingpin is my lawyer?

At least, it gets me out of here.

Listen. You guys go out there and have a good time.

I'll be right along.

Thank you for your time, Peter.

No problem, Mr. Fisk.

Truth is, I need a little distance from them all.

Huh?

Allow me to grant you your wish.

Well, if it isn't my clone friend.

Spider-Carnage has explained everything

to me about the alternate dimensions.

Now, I see an excellent business opportunity.

Using him to replace you

he and I can take over all Peter Parker's resources

and rule this empire together.

I should have guessed that Wilson Fisk couldn't be trusted.

Listen, Fisk. He's not interested in ruling the world.

He wants...

Ignore the slimy clone, Fisk.

Now, what is our next step?

Let us join the party as if everything is normal.

We can eliminate him later tonight.

Hey, are you all right?

Yeah, but how did you know...?

Something my beau whipped up so we're never be apart.

It can find his heartbeat from a million miles away.

How did you know that Peter Parker downstairs wasn't me?

He's as nutty as a fruitcake.

A girlfriend notices little things like that.

You don't know the half of it.

Now, how do I get you out of here?

And I just want to say

that I intend to see that you all get from me what you deserve.

And I'm going to see that you get what you deserve.

( All gasping )

( Screaming )

There's two of them!

And they're going to tear each other apart!

( Grunts )

Soon, my dear clone

you'll be nothing more than a bad memory.

Gwen, now!

( Screams )

Fisk, what's wrong with you?

( Gasps )

I'll show you!

I'll destroy you all!

And if anyone follows me,

she'll be the first to go.

Destroy us all?

You were tricked, Fisk.

Not for the first time either.

I've got to stop him.

No.

That's what I'm doing wrong.

I have to remember that my enemy here is me.

Maybe I shouldn't be trying to defeat him.

Maybe what I need to do is understand him.

I'm forgetting everything that Madame Web taught

me all these months.

Why isn't he trying to save my girlfriend?!

What's wrong with him?

Be quiet.

He is using his head at long last.

Something you may never learn to do.

That's it.

He's confused.

And there's only one person who can help him remember right from wrong.

If I guess right, this reality is the only place

where that person might still be found.

Wha... what are you doing?!

I'm going to destroy all reality.

Even if I have to do it one dimension at a time.

This heartbeat tracker really works.

The lady was right.

I told you not to follow me or she'd get it!

What are you planning to do?

I devised a way

to amplify the dimensional transporter.

Only this hole won't lead to another dimension.

I've recalibrated the interface inhibitor.

You've deliberately created an imbalance?

Then, whatever gets sucked into that hole...

Right. It will cease to exist.

In minutes, this hole will grow large enough

to suck this city into oblivion!

Then the entire planet.

You can't do something this horrible.

It just isn't in you because it isn't in me

and you are me.

I'm more you than you'd ever admit!

And maybe you're being overtaken by the symbiote.

There's only one way I can find out.

I need to reach the real Peter Parker inside of you.

The one who cares about the people around him.

He's gone for good!

Is he?

I know he won't talk to me,

but I brought along somebody that he might want to talk to.

No. It... it can't be!

Peter, it's me. Uncle Ben.

Uncle Ben?

I've been told everything.

Is it really you?

Did you think things were gonna be easy, boy?

Huh? Did you?

But I... I can't do it, Uncle Ben.

You know my rotten luck.

Nonsense.

Boy, good or bad luck

is nothing but the right or wrong mix

of opportunity, preparation and confidence.

Now I know you're prepared because I had a hand in that.

We're looking square at opportunity.

I know you've had a very bad time.

But in this dimension I'm here for you.

And no matter what, I love you.

I...

I love you, too, Uncle Ben.

I... love you, too.

Do you remember what I taught you about great power?

Yes.

With great power there must come great responsibility.

Peter, there's an evil inside you.

It's your responsibility to the world

and yourself to expel it.

Get rid of it... please.

Yes... I must.

I see that now!

( Screaming )

What's wrong with him?

He's trying to get rid of the symbiote.

But it's not giving up without a fight.

Fight it, Peter.

Fight it with all your heart and soul.

Your real heart and soul.

( Screams and gasps )

Won't work.

Too painful.

I'm sorry for all the bad things I did.

Forgive me!

Oh, forgive me!

( Screams )

No!

He's gone. Vaporized.

I should have stopped him.

No. He did what he thought was best.

For himself and for all of us.

You did fine tonight, Peter.

I'm proud of you.

I'll miss you.

And I'll miss you, too, Uncle Ben.

But I'll always have you...

...in my heart.

Way to go, boss.

You did well, Spider-Man.

I am proud of you.

The others can go home

but there is one more place that you must visit.

Where to now?

( Clears throat )

I think she means my reality.

What am I going to find there?

More than you can ever imagine.

I don't believe what you're telling me.

In your reality, I'm a character in fiction?

Yep, and I'm an actor who plays you on TV.

But there's someone here I knew you had to meet.

He's the man who created you for fans all over the world.

And I said to Jack, "what if his skin turns green"?

Ahem. Excuse me.

I'm looking for some guy named Stan Lee.

What?

Spider-Man?

Uh, Pam, hold my calls for a while.

I think I've finally gone crazy.

Oh man!

Wow!

You know, Spidey.

I've always wanted to experience real webslinging.

And I've always wanted to be appreciated as a real hero.

It seems you've made me into one. Thanks.

Hey, don't mention it.

After saving all of reality

where do you go from here?

To find Mary Jane.

My Mary Jane.

I've been told she's still alive.

I can't wait to see her.

You know, for so long

I thought that I never got any breaks.

But now, after all I've been through

for once, I like my life.

I like myself.

And for the first time ever

I wouldn't want to change anything about me.

Gee, you are definitely not the same guy

I've been writing about all these years.

Well Stan, we all have to grow up sometime, I suppose.

Even us characters of fiction.

Spider-Man. It's time to go.

Who is that exotic lady?

Oh, her?

She's my ride.

It's been great meeting you.

Take care of yourself.

You too, Spider-Man.

Farewell and good luck.

Well, I wonder how I'm supposed to get down from here.

I suppose I could wait for the Fantastic Four

to drop by and give me a lift.

That Stan Lee is quite a guy.

I think he's truly special.

Well, Madame Web, where to now?

Face front, true believer.

We are going to find the real Mary Jane Watson.

- What? - It has been a long hard journey

and I think you are finally entitled to some happiness.

Amen to that, dear lady.

Amen to that.