| Uncle Ben |  Forgiveness? There's nothing you need to be forgiven for, Pete. Not by me.  |
| Peter Parker | But I wasn't there when you needed me-- |
| Uncle Ben | We all mess up sometimes. It's not only inevitable, I think maybe it's even necessary. You know what would disappoint me? If you didn't reach for the kind of life I wanted for you. If you settled for less because you were afraid of reaching for more, If you walked away from what you believe, even once. Have you done that? |
| Peter Parker | No. No, I haven't |
| Uncle Ben | Then I taught you right, and your life has meaning. |
Appearing in "Happy Birthday, Part Three"
Featured Characters:
Supporting Characters:
- Doctor Strange (Stephen Strange)
- ⏴ Thor (Odinson) ⏵
- ⏴ Iron Man (Tony Stark) ⏵
- Mr. Fantastic (Reed Richards)
- Mary Jane Watson-Parker
- Aunt May
- Uncle Ben
Antagonists:
Other Characters:
- Spider-Man (future version) (Apparent death)
- Beetle (Abner Jenkins) (As Peter moves through time)
- Bennett Brant (As Peter moves through time)
- Betty Brant (As Peter moves through time)
- Carnage (Cletus Kasady) (As Peter moves through time)
- Chameleon (Dmitri Smerdyakov) (As Peter moves through time)
- Digger (As Peter moves through time)
- Doctor Doom (Victor Von Doom) (As Peter moves through time)
- Doctor Octopus (Otto Octavius) (As Peter moves through time)
- Gwen Stacy (As Peter moves through time)
- Hobgoblin (Roderick Kingsley) (As Peter moves through time)
- J. Jonah Jameson (As Peter moves through time)
- NYPD Officers (Future)
- William Lamont (First appearance) (Future)
- Electro (Max Dillon) (As Peter moves through time)
- Green Goblin (Norman Osborn) (As Peter moves through time)
- Hulk (Bruce Banner) (As Peter moves through time)
- Juggernaut (Cain Marko) (As Peter moves through time)
- Kingpin (Wilson Fisk) (As Peter moves through time)
- Kraven the Hunter (Sergei Kravinoff) (As Peter moves through time)
- Lizard (Curt connors) (As Peter moves through time)
- Man Mountain Marko (Michael Marko) (As Peter moves through time)
- May Parker (Grave)
- Molten Man (Mark Raxton) (As Peter moves through time)
- Morbius the Living Vampire (Michael Morbius) (As Peter moves through time)
- Morlun (As Peter moves through time)
- Mysterio (Quentin Beck) (As Peter moves through time)
- Prowler (Hobbie Brown) (As Peter moves through time)
- Punisher (Frank Castle) (As Peter moves through time)
- Rhino (Aleksei Sytsevich) (As Peter moves through time)
- Ringmaster (Maynard Tibdoldt) (As Peter moves through time)
- Sandman (William Baker) (As Peter moves through time)
- Scorpion (Mac Gargan) (As Peter moves through time)
- Shathra (As Peter moves through time)
- Shocker (Herman Schultz) (As Peter moves through time)
- Spider-Slayer (Alistaire Smythe) (As Peter moves through time)
- Venom (Eddie Brock) (As Peter moves through time)
- Vulture (Adrian Toomes) (As Peter moves through time)
- (Radioactive SpiderAs Peter moves through time)
- Mary Jane Watson (Mentioned) (Future)
- Ben Parker (Mentioned) (Future)
- Vishanti (Invoked)
Races and Species:
Locations:
- Earth-616
- Earth-312500 (an alternate future)
Items:
- Cloak of Levitation
- Doctor Doom's Armor
- Doctor Octopus' Tentacles
- Mysterio Suit
- Goblin Armor
- Rhino Armor
- Punisher's Suit
- Prowler's Suit
- Kraven's Lion's Head Vest
- Ringmaster's Hat
- Scorpion's Suit
- Spider-Man's Suit and Web-Shooters
- Spider-Slayer Mark I
- Vulture's Wings
- Venom Symbiote
- Carnage Symbiote
- Crimson Bands of Cyttorak
- Mists of Morpheus
- Fantastic Four Uniforms
Vehicles:
Synopsis for "Happy Birthday, Part Three"
Lost in time, Peter is faced with a tough decision. He watches as his future self, surrounded by armed men and women telling him not to move. He also watches his younger self the day that he was transformed forever into Spider-Man, and wonders if he should help the future or the past versions of himself.
The future version is confronted by William Lamont, who tries to convince the future version of himself not to fight back and to let himself be taken. The future Spider-Man disagrees, saying that he has to do this. William Lamont walks away, and future Spider-Man looks back at the grave behind him, that of his beloved Aunt May, saying how things will be better for Mary-Jane and for their son, Ben. He puts up a valiant effort, tearing a hole in the line of the people before finally being shot down.
Peter then watches his younger self as the spider descends on him, wondering if he should change the incident by shooting the spider off with his webs. Unable to do it, both the current and past Peter Parker scream in agony. The past version fading, the current version of Peter is confronted by Doctor Strange, who had just found Peter. Doctor Strange tells him that he must follow his voice to return to the present.
Dazed by the impact of Strange's spell, he wakes up to see the Sandman, as he was when they first fought back at the beginning of his career. Quipping about the fact that he is as stupid back when they first met, Spider-Man easily leaps over him and heads to the vacuum cleaner, how he originally defeated the Sandman. As he is on the verge of victory, everything goes white with Doctor Strange's voice telling him to follow it.
He reappears, this time fighting the Vulture, again in the same way they first fought. Being thrown into a water tank, he comes up for air, once again hearing Doctor Strange and experiencing a change of scenery. This time he hears a hissing noise from behind, which is revealed to be the Lizard. Fighting with him while talking about how they will meet in about thirty minutes, he once again is transported to another time.
This time he is facing Electro, wearing the rubber gloves he wore to defeat him. He fights his way through him, knocking him out with a punch. He awakens to the seen of Betty Brant, his old girlfriend looming over the dead body of her brother, and as he tries to comfort her, she slaps him and he tries to explain, before being spirited away.
He then sees Mysterio using his illusions. Standing there for a moment, he triest to rest, before being taken to fight the Hulk, who wants to smash him. During the fight with the Hulk, he is buried under rubble, before being taken away once more. Trapped and having the only thing that can save Aunt May's life, he lifts up the rubble and moves on.
Hearing a girl's voice, he see that he is atop the bridge where Gwen Stacy died, and watches as the Green Goblin throws her off. Attempting to save her and failing once more, he stops and is sitting in darkness before Doctor Strange convinces him to move on despite the pain and agony he is feeling. And so, he moves on.
He faces numerous of his most famous foes and tragic situations, before finally, after a long journey, he returns to present, where the Thing is telling him how he ran out of opponents. Realizing he is back, he returns in time to stop Reed Richards from making the mistake and giving Dormammu power, and with the help of the Fantastic Four, Avengers, and Doctor Strange, they stop the attacks.
He is given a present by Doctor Strange, and returns to his house to celebrate his birthday. Following his party, he takes out Doctor Strange's present and his Uncle Ben appears, and has a conversation with him. Ben tells him that all he should be is happy, and Peter returns after their time is up to MJ in bed.
Trivia
- This is the first issue of Amazing Spider-Man to revert to Volume 1 numbering.
