Spider-Man and the Scarlet Spider manage to defeat Spider Carnage and expose to the Kingpin his true plan however Spider Carnage takes the bomb and escapes to some other dimension the main Spider-Man follows and it turns out it's the home of the billionaire Spider-Man where he's viewed as a hero he's rich Jameson is his father in law and he's married not to Mary Jane but Gwen Stacy. As the main Spider-Man tries to figure it out the Kingpin whose this world's Spider-Man's lawyer takes him away only to realize that this version of the Kingpin is no different than the one from his world or from Spider Carange's. In fact they've teamed up after Spider Carnage tells Kingpin about the excellent business opportunity of multiple realities as they leave to set their plan in motion Gwen Stacy arrives and frees the main Spider-Man saying that Spider Carnage is as nutty as a fruitcake and that a girlfriend knows these sort of things. As Spider Carnage finishes his speech by saying he intends to give them all what they deserve Spider-Man repeats it right back at him and prepares to fight him when Gwen tries to use the sonic vibrator to weaken Spider Carnage Kingpin stops her Spider Carnage gets away and tells everyone not to follow him or Gwen dies.
This episode provides examples of:
- Achilles' Heel: The powerless Spider-Man uses a sonic grenade to get past Spider-Carnage. Gwen later uses a sonic blaster to immobilize him.
- Actor Allusion: Stan Lee finds Madame Web to be exotic, and she remarks he's quite special. Madame Web was voiced by Stan's real-life wife, Joan.
- Alternate Universe Reed Richards Is Awesome: Not only is Iron Spider-Man fabulously wealthy, but he is also positively adored by the masses (even by his godfather, Jonah!) and is soon to be married.
- Amoral Attorney: Spider-Man is baffled to find that Wilson Fisk is Iron Spider-Man's lawyer. He proves just as duplicitous as every other version of the Kingpin.
- Big "NO!": Spider-Carnage when Scarlet Spider gets his hands on the portal component of the device.
- Big "SHUT UP!": Spider-Carnage's response to Scarlet Spider telling Kingpin the true purpose of the device.
- Book Ends:
- Spider-Man met his nightmarish counterpart on the roof where the transmitter was kept. Their final confrontation occurs on a different world's version of that spot.
- Spider-Man got the first line of the series premiere and gets the last line of the Grand Finale.
- Born Lucky: On Iron Spider-Man's world, our Spidey finds literally everyone adores him. Even Jonah loves Spider-Man, referring to him as his godson. Spider-Man eventually realizes what the biggest difference of all is: Uncle Ben is still alive here.
- Chekhov's Gun: Gwen is able to find Spider-Man, due to a heartbeat tracker that Iron Spider-Man devised. When Spider-Carnage later takes her hostage and escapes, Spidey uses the tracker to find where he's gone.
- Cool Uncle: In a world where everything goes right for Peter Parker, Ben is still alive to offer encouragement and support. He even treats counterparts of the Peter he knows as his nephews, saying he loves and cares about them.
- Creator Cameo: At the very end, Spider-Man meets Stan Lee and takes him out webslinging.
- Deadpan Snarker: After Spider-Man and Madame Web depart, Stan Lee notices he's stuck on a random rooftop.Stan: I suppose I could wait for the Fantastic Four to drop by and give me a lift.
- Dramatic Irony: Spider-Man is quite perplexed to be approached and romanced by Gwen Stacy, his comic counterpart's First Love.
- Driven to Suicide: Unable to separate from the symbiote, Spider-Carnage dives into an unstable portal, killing himself.
- Earn Your Happy Ending: Spider-Man saves all of reality and is soon poised to be reunited with his true love.Spider-Man: Y'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 wanna change anything about me.
- End-of-Series Awareness: It doesn't get much more aware than the title saying goodbye to the main character.
- "Eureka!" Moment: While pursuing Spider-Carnage through the city, Spider-Man realizes he has to understand his enemy and exploit how they're the same person rather than simply try fighting him. He also realizes that the only person who could possibly get through to Spider-Carnage is alive and well in a world where everything goes right for Peter Parker.
- Evil Versus Oblivion: Upon learning what Spider-Carnage's real plan is, Kingpin tackles him, causing Spider-Man and Scarlet Spider to get free of the Combat Tentacles. The version from Iron Spider-Man's world is also surprised to learn the guy's true intentions, demonstrating he never would've gone along with that.
- False Reassurance: At the ceremony on Iron Spider-Man's world, Spider-Carnage tells the crowd he'll make sure that they will all get what he thinks they deserve.
- Freudian Excuse: After getting just a taste of the adulation that Iron Spider-Man receives on a daily basis, Spider-Man muses it's no wonder the guy has such a raging ego and level of overconfidence.
- Grand Finale: Part 2 of the story, which sees Spider-Man have his showdown with the show's Greater-Scope Villain, save all of reality, and meet some comic book writer.
- Humble Hero: When congratulated by the others for stopping the bomb from going off, Spider-Man points out they all saved reality.
- Humongous Mecha: Spider-Man encounters his armored counterpart's giant spider-robot. It's built to obey Peter Parker's voice commands, which is how Spider-Carnage tries to use it to kill our guy. The conflicting orders eventually cause a Logic Bomb.
- "I Know You're in There Somewhere" Fight: During the final confrontation, Spider-Man appeals to Spider-Carnage's better nature and brings in a familiar face to truly pull it off.
- In the End, You Are on Your Own: Madame Web lacks the power to send the entire team to Iron Spider-Man's world, forcing our Spider-Man to go it alone.
- It's All My Fault: After the other Peter kills himself to end the Carnage symbiote's threat, our Spider-Man is left blaming himself for failing to save him.
- Last Episode, New Character: Iron Spider-Man's fiancée turns out to be Gwen Stacy, Pete's First Love from the comics.
- Logic Bomb: The giant spider-robot responds to vocal commands from Peter Parker, any Peter Parker. Spider-Man and Spider-Carnage's contradictory orders eventually cause the robot to short-circuit.
- Motive Rant: After Kingpin learns what the real plan is, Spider-Carnage delivers a pretty good one.Kingpin: Why? Why would you do this?
Spider-Carnage: 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] - Mythology Gag: The giant spider-robot is a nod to Leopardon from Spider-Man (Japan).
- Nice Guy: Uncle Ben so much so that he can't help but sympathize with the Peter inside Spider-Carnage.
- "Not So Different" Remark: After Spider-Carnage explains how he's modified his plan to destroy one Earth at a time, this goes both ways.Spider-Man: You can't do something this horrible! It just isn't in you because it isn't in me, and you are me.
Spider-Carnage: I'm more you than you'd ever admit! - Oh, Crap!: Stan Lee over meeting one of his most famous characters. He tells his secretary to hold all calls.
- Redemption Equals Death: After Uncle Ben gets through to him, the other Peter tries to reject the Carnage symbiote, but it's too strong. Rather than risk losing control again, he jumps into an unstable portal, saying he's sorry for all the horrible things that have happened.
- Shout-Out: While talking on the phone, Stan Lee mentions suggesting to Jack that a certain fellow should turn green.
- So Proud of You: Uncle Ben to our Spider-Man for all that he's done today. Madame Web does similarly.
- That Man Is Dead: Spider-Carnage asserts that Peter Parker is gone. Our Spidey proves him wrong by bringing in Uncle Ben.
- This Cannot Be!: Spider-Carnage over being approached by none other than Uncle Ben.
- Wham Shot: Spider-Man introduces his secret weapon to get through to Spider-Carnage: a very much alive Uncle Ben.
- You Are Better Than You Think You Are: Spider-Man expresses guilt for failing to save Spider-Carnage. Uncle Ben reminds him that it wasn't his fault and that the Peter in Spider-Carnage did it for everyone else.
- You Are Not Alone: Uncle Ben gets through to the Peter behind Spider-Carnage by telling him this.
