[Mary Jane] Previously onSpider-Man.
[Spider-Man] The Hobgoblin
and the Green Goblin destroying the city?
You! Finish the job, Hobgoblin!
[Spider-Man] Uh-oh!
Hey!
He looks like Carnage, but in my costume!
Well, dear clone.
Tell me what's going on!
[Madame Web] They're from parallel realities.
[Spider-Man] The Carnage Symbiote bonded with
Scarlet Spider's clone and drove him completely insane!
[Beyonder] 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!
[theme music playing]
♪ Spider-Man, Spider-Man ♪
♪ Radioactive Spider-Man ♪
♪ 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 blood ♪
♪ Spider-Man, Spider-Man ♪
[orchestral Spider-Man theme]
Spider-Carnage has not detonated the device yet.
We are powerless to stop him.
How can I help?
[dogs barking]
[Man-Spider roars]
[Scarlet-Spider] Spider-Man!
[groans]
There. It's complete at last!
Then activate the mind control device.
Look! We've run out of time!
[Spider-Carnage] And now, world--
Guess again!
You! How did you get up here so quickly?
-[grenade screeches] -[Spider-Carnage screams]
[Spider-Man] 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".
[Man-Spider roars]
[Beyonder yells]
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!
[explosion]
What was that?
The dish stolen from J3 Communications
is magnifying the dimensional transporter!
A huge portal has been opened!
[Kingpin] A portal?
Spider-Carnage is going to detonate a bomb within it,
and that explosion will be magnified through time and space
until it destroys all reality!
Shut up!
What? 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 gonna obliterate you all!
-[laughs maniacally] -[Kingpin yells]
[beeping]
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!
No!
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?
-[Kingpin groans] -You did it!
You saved reality!
We all did it, 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.
Madame 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.
[Spider-Man] It's him again!
[Scarlet Spider] 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 gotta 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 gonna need it.
Amazing! It looks and feels so much
like the New York of my reality!
-[crowd cheers] -Whoa!
The people love me, no wonder my
armored alter-ego is 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 gonna 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 fiancé give you a kiss anymore?
[Spider-Man voiceover] Great, Parker.
Here you're engaged to somebody you don't even know!
I'm sorry, Mrs, 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, I've gotta 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!
Okay, I'll bite.
[whirring]
Oh boy, well, my alter-ego did say he owned his own robot!
Robot!
Destroy that intruder!
Spider Sense! Danger!
[Spider-Man grunts]
I'm done for!
Wait, on the side of its head!
Those look like sonic receivers!
This robot can hear me, and 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 get orders
from two Spider-Man voices,
now I know Spider-Carnage is here!
[woman] 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!
M.J., 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 flopperoo!
Chao, tiger! Catch you on the upswing!
Mr. Parker, do come and visit us sometime soon!
[Spider-Man voiceover] 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?
-No! -You love that Watson woman?
Let me explain!
[man] Hey everybody! We found him!
Peter! Where the heck have you been, boy?
You had your old godfather worried!
[Spider-Man voiceover] 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?
[Spider-Man voiceover] 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.
[Spider-Man voiceover] The Kingpin is my lawyer?
At least it gets me out of here!
Listen, you guy 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 needed a little distance from them all.
Huh?
Allow me to grant you your wish.
Well, if it isn't my old 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!
[Spider-Man voiceover] I should've guessed
that Wilson Fisk couldn't be trusted!
Listen, Fisk!
He's not interested in ruling the world, he wants to--
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--
Something my beau worked up so we'd 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 gonna see that you get what you deserve!
[crowd exclaims]
[crowd screams]
[man 1] There's two of them!
[man 2] And they're gonna tear each other apart!
Soon, my dear clone,
you'll be nothing more than a bad memory.
Gwen, now!
[Spider-Carnage shrieks]
Fisk! What's wrong with you?
[Gwen yells]
I'll show you! I'll destroy you all!
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 gotta 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 over 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've guessed right, this reality
is the only place where that person might still be found.
What are you doing?
I'm gonna 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're you planning to do?
I devised a way to amplify the dimensional transporter
only this hole won't lead to another dimension,
I've re-calibrated the interphase inhibitor.
You've deliberately created an imbalance?
Then whatever get 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 imagine!
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 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?
[Peter grunts]
But 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 to yourself to expel it! Get rid of it!
Please!
Yes! I must! I see that now!
[Peter screams]
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!
-[Peter screams] -[Symbiote roars]
It won't work! Too painful!
I'm sorry for all the bad things I did!
Forgive me!
Forgive meeeee!
No!
He's gone! Vaporized! I should've 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 ya.
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 gonna 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!
[man] And I said to Jack, "What if his skin turns green?"
Uh, [clears throat] 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!
[Stan] Oh, man! Wow!
You know Spidey, I've always wanted
to experience real web-slinging!
And I've always wanted to 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?
[Spider-Man] 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'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're 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!
Wow, 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, he's 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.
[theme music playing]
♪ Spider-Man, Spider-Man ♪
♪ Radioactive Spider-Man ♪
♪ Spider blood, spider blood ♪
♪ Radioactive spider blood ♪
♪ Spider blood, spider blood ♪
♪ Spider-Man ♪