Previously:
Spider-Man: the Hobgoblin and 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.
Carnage symbiot bonded with Scarlet spider's clone
and drove him completely insane.
The beyonder: Spider-Carnage will detonate
a disintegrator bomb.
The blast will destroy every reality.
You must stop spider-Carnage.
It's Spider-Man! Five of him!
Stop them!
My mutation disease!
What's happened?
Man-spider! We're in trouble!
♪ Spider-Man, Spider-Man ♪
♪ Radioactive Spider-Man ♪
♪ Spider-Man ♪
♪ Radioactive Spider-Man ♪
♪ Spider-Man, Spider-Man ♪
♪ Radioactive Spider-Man ♪
♪ Spider blood, spider blood ♪
♪ Radioactive spider blood ♪
♪ Spider blood, spider blood ♪
♪ Radioactive spider power ♪
( Guitar solo )
♪ Spider-Man, Spider-Man. ♪
The beyonder: 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.
How did you get up here so quickly?
A good magician
never reveals his tricks.
You transported the powerless one.
Yes, but if he fails, I'm now too weak to help him.
( Grunting ): 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 ) ( Groaning )
( Grunting )
There. I've reprogrammed the device.
I shall rip this imposter limb from limb for causing us
a delay.
Kingpin, I know he's promised
to build a machine to take over
people's minds, but he's really built a bomb
to destroy us.
Lies won't save your pathetic life.
It's the truth!
Spider-Carnage has duped you!
Don't listen to them!
What's that?
The dish from j3 communications
is magnifying the dimensional transporter!
A portal opened.
A portal?
Spider-Carnage will detonate a bomb.
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 reprogram the bomb... you disable the transporter.
Keep your head down and stay out of trouble.
That I can do.
No!
Spider-Man! I found it!
It's over, spider-Carnage.
No!
Hey!
Stop him!
We still have to disarm the bomb!
Without the transporter it's powerful enough
to blow up this building!
Where... what?
You did it!
You saved reality!
It was a team effort.
Where's the beyonder?
He went back to our home dimension.
The strain was too much on his powers.
You came back just in time.
I still have a few tricks up my sleeve.
Behold!
I'm sending him to a jail.
Authorities will find him
under lock and key.
At least it's all over.
Alas, it isn't.
Observe the window.
Him again!
He's up to his old tricks.
I thought...
He transported himself into another alternate reality.
Which one?
I am trying to search through infinity.
Ah!
The Peter Parker science foundation?
That's my world! I've got to go back!
You cannot.
You are still paralyzed, thanks to
your rash behavior.
Can you send the rest of us there?
Only one of you.
Let me go!
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.
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.
A laser built into your armor?
It's my design.
In my world, I'm a multibillionaire.
Aren't you?
He probably didn't know
the meaning
of "failure."
If I don't find spider-Carnage
this paradise
won't be around for my armored alter-ego.
There you are!
How dare you keep us waiting
so long.
Whoa! Wait! Stop!
Can't your fiancee give you a kiss anymore?
Great, Parker... You're engaged to somebody
you don't even know.
I'm sorry, miss, uh...
Funny, Peter.
The name's Gwen Stacy.
Look, Mr. comedian
I'll go let them know you've finally arrived.
Then you can make your grand entrance.
"Grand entrance"?
It's not every night
the city opens a science center in your name.
And wearing the old costume...
Nice touch.
Very nostalgic. Wait here.
Sorry to miss the party
but I've got to go look for a maniac.
Where do I start?
I'm running low on time.
Where are you?
Oh, this is almost too obvious.
Okay, 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!
If he's Spider-Man, he'd respond
to verbal orders from Spider-Man!
Robot, put me down.
No! I command you to destroy him!
Spider-Carnage's controlling him
from some hidden place!
Put me down!
No! Listen only to me!
Put me down!
Me!
Uh-oh.
He 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.
I'm happy to have found you!
Whoa, handsome.
I appreciate the attention, but take it easy.
You're wrinkling the latest fashion from Paris.
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...
It's not what you think.
We hardly know one another.
That's not true!
I love you.
I'm 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
or the Mary Jane I know.
Care to explain what that was?
Did I hear correctly?
You love that Watson woman?
Let me explain...
We found them!
Where the heck have you been?
You had your old godfather worried.
My godfather?
Where's that cool spider-armor?
You know, Peter... he's always full of surprises.
Why don't we greet those people
who paid good money to see the star?
If I get trapped...
I must take Mr. Parker away
for a moment or two.
Wilson, what are you...?
As Mr. Parker's lawyer, there are important legal papers
that he must sign.
The Kingpin is my lawyer?
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.
I needed distance from them all.
Huh?
Allow me to Grant you your wish.
Well, if it isn't my old clone friend.
Fisk: 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 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 that...
My Beau made this so we're never apart.
It can find his heartbeat miles away.
How did you know that Peter Parker wasn't me?
He's as nutty as a fruitcake.
A girlfriend notices things like that.
You don't know the half of it.
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'll see that you
get what you deserve.
( All gasping )
( Screaming )
Flash: there's two of them!
Harry: 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 try to defeat him.
Maybe what I need to do is understand him.
I'm forgetting everything that madame web taught me.
Why isn't he trying to save my girlfriend?!
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'm 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.
She was right.
I told you not to follow me
or she'd get it!
What are you planning?
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?
Whatever gets sucked into that...
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.
I need to reach the real Peter Parker inside you...
The one who cares about people.
He's gone for good!
Is he?
He won't talk to me, but I brought along somebody
that he might 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 would 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...
( Sobbing ): 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 to 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; It's fighting.
Fight it, Peter, 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, 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.
In your reality, I'm a character in fiction?
Yep, and I'm an actor
who plays you on TV.
There's someone here you have to meet.
He's the man who created you for fans all over the world.
Ahem. Excuse me.
I'm looking for some guy named Stan Lee.
Uh, Pam, hold my calls for a while.
I think I've finally gone crazy.
Lee: wahoo!
Lee: Spider-Man, I've always wanted
to experience real webslinging.
Spider-Man: and I've always wanted to be appreciated
as a real hero.
It seems you've made me one. Thanks.
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.
Spider-Man: for so long
I've 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 beautiful 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.
Spider-Man: 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.