Peter Parker (Earth-616)/Quotes

I'm looking at me, older. Much older. And somehow I know that this is the end. This is my last stand.

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Gwen? No. The real Gwen died long ago. This is nothing more than a clone...

If I've learned one thing, it's that you could not pay me to swing around in costume with this kind of humidity. Houston apparently shares weather with Vietnam.

Actually, my friend, I should be the one thanking you. For making the choice you made. And not forcing me to make one I didn't want to.

An entire century goes by, and you're supposed to be the next level of bad guy? Give unto me a break.

Two men. One in a gray Armani suit, the other in Italian leather pants and silk poet's shirt.

Two men. One in a gray Armani suit, the other in Italian leather pants and silk poet's shirt.

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Max Modell's one of my heroes. Scientific pioneer. Founder of Horizon Labs. And all-around good guy. And this is going to sound selfish, but... seeing him tie the knot with his partner Hector... being welcomed back into his extended family, for this moment in his life is one of the best moments in mine.

Adoma. Congratulations. You just became the first winner of a Parker Industries college scholarship.

... Terry Sorenson, also known as Equinox, the Thermodynamic Man, a guy with all the powers of Iceman and the Human Torch. In the past he's been both a hero and a villain. So it can be a little hard to gauge his temperature.

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Is "May the Fish be with you" a good pun? I can't tell. I'm going to use it anyway.

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You'll never make the Yankees with a swing like that! Or even the Mets! Of course I don't think they have a uniform in your size.

Oh, yeah. Just like riding a shape-shifting psychopathic bike. Time for extreme makeover: extraterrestrial parasite removal edition!

And we shall be called... the Fellowship of the Ring.

I know that look. I had it a lot when I was your age... There's no stopping you. I want you to run because you don't have your armor. But you won't... 'cause you're a hero.

'

Kaine came down here to get away from the insanity of Spider-Man's world. But then he put on a costume and fought crime anyway. He wanted all the power, and none of the responsibility. But he took it on anyway. He found a home here. He had friends here. A city that counted on him. And while he may not have liked it... turns out Kaine is every bit the hero that I am. Wherever he is... I hope my brother has found peace.

And Flash Thompson! An olympian!

MJ's film career has taken off. Look at her! A leading lady!

Unless... if he never had Spider-Man to focus on... maybe he got help? And he stayed true to his work instead of focusing on killing me?

But maybe if I wasn't there... Maybe in this reality someone else thought they could stop the thief. And maybe they actually did it.

But maybe if I wasn't there... Maybe in this reality someone else thought they could stop the thief. And maybe they actually did it.

...is that a frog in a Thor costume? Because that's way cute!

You're a geneticist. You're telling me you believe in some bearded guy standing on a cloud?

By the way......great costume!

That-- that was one of the Watcher's eyes?! But the Watcher's seen... everything. Ahh! Millions of secrets! Things that were kept from me! Filling my head all at once! The spider! After it bit me-- --it bit someone else?! A girl? I--never knew! Who is she? Ezekiel?!

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You said you took up Prowler again because it was the only way you could work out how to help. Hobie, this is how you can help. Put Prowler aside. Maybe show Mindy you don't have to live in a super villain lair to make a difference. Show the world what Hobie Brown can do.

I learned this a long time ago. Never listen to Mysterio. Not because he tends to go on and on (which is true)... He's got illusions, the gas, but the helmet gives his speech pattern some crazy mind-bending properties.

Despite the fork in the road five years ago, we are the same guy. Closer that brothers-- closer than two people could be. When I found out that I was the clone and not you-- okay... yeah, I bugged out... but after that-- it was you! It was your strength-- your acceptance of it when you thought you were the clone that carried me through! You were my strength, and. well... you've come to mean a lot to me. I love you, man.

Well, responsibility's something I know a little bit about... ...so let's see if this friendly neighborhood wall-crawler can't get the scoop on this Prowler impostor!

Oh no! No! It can't be happening! It can't be--! Doc Ock is marrying Aunt May!

My head... spinning again. That cold is really wrecking me... can hardly stand... UNNNNNH! It's not the cold... it can't be. My strength's emptying out -- feel all drained, on fire! Radiation poisoning -- I was exposed too -- the radiation must be hitting my own radioactive blood -- eating at me -- dissolving my energy -- destroying me! Can't move -- can hardly think! Is this -- is this it? IS THIS THE END OF SPIDER-MAN?

RAXTON, NO! The water's too cold -- your body will --

Hello? Creepy waif girl? Sorry about the "paper doll" crack. That seemed to touch a nerve.

Holy Cow! It's really him -- The Green Goblin lives again!

Whatever I can give, he's got. You see, officer... he's my friend.

It's the Jackal! And from the way he's talking -- MY PROBLEMS HAVE JUST BEGUN!

Make that "chump", not champ, Max. You were Jameson's chump ten years ago -- now you've been the Jackal's. But don't worry -- someday, I'll get the Jackal too. And that, my fat friend -- is a promise from Spider-Man!

Then -- it's finally happened! I'm cracking up -- Peter Parker is -- insane!

Right now, I'd trade the whole Spider-Man bit for a rocking chair and a subscription to Reader's Digest.

She's a bad guy, folks. You should stop giving her attention and use the internet for what it was invented for...using the Googles to find Norman Os-porn. Everybody knows that.

I couldn't last three minutes in the ring with you. Spider-Man's tapping out. But that's where you made your mistake, Norman. Because I'm still here. I'm Peter Parker. The Man in Spider-Man. And I'm the one who's going to take you down.

I need a place to change! A phone booth--? Nah! Even I'm not that corny!

Mr. Negative was never born, so he is ever living! He is attached to nothing, thus one with all! Now that you Lao Fan have come to Chinatown -- I will choke the streets with your dead!!

Eesh! And I though I was obnoxious!

Hey. You, uh. I heard -- word on the, uh, street is... you're making -- a documentary? On me?

Yeah, well I need a Video Music Award, but you don't see me attacking Taylor Swift.

I messed with time. We couldn't affect our present. So I tried to make things better for this world. I thought it was safe. I was wrong.

Oh man, I have officially spent too much time with you, Wade.

Aleksei! Listen to me! You're wrong! I've lost people too! But that pain -- that hurt -- that means they are still there! You carry them with you! In everything you do! And with the person you are! They're a part of you forever! That means you honor them, Aleksei! By being the person they would want you to be!

And the rest of you -- be careful, okay? The world's not... it's not so fun anymore, you know? I don't want to go to any more of these.

Don't you see? I couldn't stand being a puppet. I'd rather die! And what good would I be to you then?!

How are you walking like that?! At these G's?! You been workin' out, Mac?!

It's funny how life turns out sometimes... Isn't it, target-top?

That will never happen. You know I can and will fight you. Destroy you if I have to. With fire... with sound... whatever it takes, but you will never be part of my life again!

Logan. Buddy. If I knew you were coming I'd have baked a cake. But if you want at my little lizard pal, you're gonna have to go through me.

Well I'll be an eight-ball's uncle! That glob just -- just spread out and became a costume -- and dissolved away the tatters of my old one in the process! Not bad! Different -- but not bad!

If Scorpio hasn't come out by now, maybe he never will.

Tinkerer. This. Ends. Now!!!

You think this is a lot of wreckage? This is nothin'! This one time, Doc Ock dumped his entire underwater headquarters on me! Water was rushing in...but I never gave up! I never gave in! I have to be equal to my strength -- or else I don't deserve it! NNNN! The strain -- NNNNN! -- it's unbearable -- but -- but -- um, yeah... Actually, I can't lift this. Little help over here? Please? Bueller?

I see it -- but there's no way we can get to it in time to stop it!

W e're with you, Thrasher. Er... it's okay if I call you Thrasher isn't it -- even though we just met? I'm generally on a first name basis with anybody who attacks me from behind.

... I have to set Venom loose!

Sorry, kid. But the good guy can't always save the world. Sometimes he just does what he can... ...eat his broccoli -- ...and hopes everything works out.

Y'know its funny. I'd almost forgotten... how much I don't miss high school.

Once Carnage and his band of animals have to face the cutting edge of technology -- they're as good as finished!

Being true to what I am is the most important thing! I realize it now! And if I ignore it -- everything else in my life, including my relationship with Mary Jane, will be nothing but a hollow sham! M.J. was wrong! This is worth the risk!

Have no fear, Spidey's here!

What we have here is a failure to communicate!

I sure am popular in this town! If I ran for Mayor... even Mao T'se Tung would beat me!

When... when will I learn to mind my own business? If I stopped a forest fire, they'd fine me for being in the woods without a license!

People are always warning me! It's nice to know they care!

Because Flash Thompson is my friend! And if you think you're going to get away with him, you're-- --you're-- --absolutely right, apparently.

I drank the potion-- even though it was untried-- it was untested-- because I wanted it to change me but-- not like this! NOT LIKE THIS!

Your name was Gwen Stacy. Mine is Peter Parker. This is the story of how we fell in love. Or, more appropriately, how we almost didn't fall in love.

And I'm sure they're going to ask what kind of idiot talks about one beautiful girl to another beautiful girl...? And, uh, the answer is... this kind of idiot. Me. Peter Parker.

I... I can't stay out of this...! It goes against every instinct I've lived by since Uncle Ben's death!

Time for the main event, Venom! Time to get body-slammed in the face......by your friendly neighborhood Spider-Man!

Poor Eddie Brock......hopefully, now, he can find some peace with himself! And hopefully, the rest of us have seen the last of Venom... ...but somehow I doubt that!

Just one thing, Mr. Fisk. You can die.

Something else Ben used to say..."With great powers comes great responsibility." I learned the truth of that one the hard way...right here. An accident at the science hall gave me my powers--but in that old warehouse, I truly learned what it means to be Spider-Man. And now it's gone. But Jonah was right, it won't be forgotten. I can never forget. This site will always be a reminder of my responsibilites...my great responsibilites. I'm trying, Uncle Ben...and I'll always keep trying. That's my promise.

Surrounded by a pack of vicious velociraptors. It's like this nightmare I had once...only this time I'm not naked.

Something's wrong. My human sense is tingling.

Today was a bump in the road, but I'm feeling good about all of this. One Super Villain's cured. A zillion more to go. I can do this. I've got my own company! All these resources. Good friends by my side. I can feel it. We're gonna change the worlds! This is going to work!

Lights out. And that, Agent Fury, is the last thing I remember.

Don't forget he's not just a werewolf, he's a PhD!

Ferretland. You know, I always wanted to come to this place when I was a kid. Aunt May and Uncle Ben said it was too expensive, but to be fair--fronts for science cults with plans for world domination must have a lot of overhead.

Whoever said photos don't lie never met Nick Katzenberg.

This entire adventure barely makes sense to me. And the same goes to you, your world, wherever we are right now and this exact moment we're sharing. The only thing I do know... the one thing I can't deny is that you're a hero, Ham.

We're being extremely generous calling this a plan. Kang is a heavy hitter. We can't go toe-to-toe with him.

Seriously, a clinic that super heroes frequent and you think, "That's the place I want to rip off next"?! Let me ask you, and be honest, are you stupid? Or really, really stupid?

Is that Hoary Hosts with an "H" or with a "W"?

We tell ourselves stories to get through the hard times. And, yes, how we tell them matters. But the truth is, there's only so far they'll take you. You can play the dream in your head over and over, but if you want things to change -- if you want that story to be your life, you have to wake up. You have to make it real. This is my story -- our story.

So yeah, it's official. Peter Parker is Spider-Man no more. Or Spider-Man is Peter Parker no more. Depends on your perspective.

I'm back! I can already feel myself trying to be funny again! And there's that overwhelming sense of guilt and regret I missed so much!

Oh God. It's a museum of Jonah. This is my worst nightmare.

Truth be told... I don't know how Aunt May put up with me.

I wish I could ask Aunt May. She'd know what to do. She always knows what to do.

Please, Doc, you have to wake up. Not just for me. For Billy. Yes! There you are! -- get up! Your son needs you!

You're not getting those kids, Norman. Not as long as I'm still here.

What if I just... tell him the truth?

Jonah, are you -- are you seriously still trying to interview me right now?

Me and Boomerang, we had a deal.

My fault -- all my fault! If only I had stopped him when I could have! But I didn't -- and now -- Uncle Ben -- is dead.....

Fate gave me some terrific super-powers, and I realize now that it's my duty to use them... without doubt... without hesitation!! ...and that means Spider-Man is going into action again! I'll fight as I've never fought before!! Nothing will stop me now! For I know at last that a man can't change his destiny... and I was born to be... Spider-Man!!!

Still, shooting the mutant with a healing factor probably wasn't the best use of your arrows. You're just going to make him...mad.

Ya hear that, Chameleon? The President-elect here just appointed me... Secretary of Shuttin' You Up!

Who the --? What the --? How the --? Who is he? His moves... they're somewhat like mine, but... more like he's flying than leaping.

Omigosh! It's a girl! Just a kid! What was she--

The memory of the man. I'm not hiding from anything. Not this time. I'll take care of her.

This isn't over, Fisk, not by a long shot.

...someone wanna tell me where the naked guy came from?

Are you kidding? I just spent two weeks getting shot, buried alive and crawling through sewers. You bet your adamantium tuchus I feel like it.

Love is never silent, Mr. Davis-- and it never dies. It lives in us, in our hearts... ...forever.

Life sucks sometimes... but it's always worth living.

You say you don't want the responsibility? Guess what? People like us...we don't get a choice.

I'm three days away from you finding me running around Times Square in nothing but my web-shooters and my mask whooping it up about power and responsibility.

Well, uh... ...I've made a couple of changes.

--the damage had already been done, Felicia, and... ...and Jordan knows how close he came. And now... ...now, he has to live with that part of himself, for the rest of his life.

Seriously, a clinic that super heroes frequent and you think, "That's the place I want to rip off next"?! Let me ask you, and be honest, are you stupid? Or really, really stupid?

Wow, you know you're in crazytown when Osborn's the voice of reason.

It's hard to face your fears. But sometimes, you must. Then... and only then... ...you can be at peace with them.

But it's not the same thing! All these years--I've done my best to make up for that! I've wore this suit--gone out there and put my life on the line again and again! But no matter how hard I try-- --people-- --die!

Man, I really needed that. For all my complaining and whining, it's all so clear to me now... things are looking up. Not for Peter Parker. But y'know what? Forget that guy. Who needs him? 'cause whenever I want, I can be the Amazing Spider-Man.

H-Have t-to admit, though...I'm s-starting to wish I'd b-been bitten by a radioactive p-polar bear.

Hi, Danielle. I Pida-Man. Spida-Mun. Spider-Man. I don't even know what I just blabbered. Just pick the one that made the most sense.

I'm talking to the guy who's filming, watching, and getting his jollies from every minute of this. You went too far this time, Mysterio! Now it's personal!

With my spider-strength, speed, and agility nothing could've stopped me from landing any sports scholarship-- or getting on any professional team I wanted. Nothing except a sense of responsibility. And a tiny bit of pride.

Hey, do you guys realize that the acronym for "Anti-Spider Squad" is A.S.S.? So I can call you big A.S.S.!, and you dumb A.S.S. and if your team does a tie-in with Hershey's, you can each be a candy A.S.S.!

Yeah, business as usual. I'm just a "misunderstood guy with a good heart."

Spare me. A thug like you is why I became what I am. You? You're nothing like me.

Y'think maybe we could move this relationship into another area? Personally, I think we're ready-- --let's swing, baby!

So, White Tiger -- are you one of Hector's cousins or nieces? Because you have his NON-sense of humor.

Two minutes earlier, Silver Sable put her life on the line, with no weapons and no expectation it was going to work. It was one of the bravest things I'd ever seen. But now, it looked lime Sable was back to her old mercenary self. Until I saw something no one else votadas to see... A smile for the princesas and her new husband. It was a teeny one. Blink and it was gone... But I saw it. And that's when I knew who Silver Sable really was. Incredibly brave. One of the most dangerous fighters I've ever seen...but she only pretended to be all about the money...because sometimes she put it all on the line for love. It's why she did everything. Love of her country. Family. Friends. Love of a rare vintage of champagne. And most of all, a love of adventure--Of life.

Your problem is, you're a dinosaur. Say it with me now: "Look everyone! I'm extinct!"

Hey...by "gets any worse" I mean, like, hitting people an' stuff. Especially old friends who are trying to do you a favor.

Dude, you need to pick on someone your own size, species and/or gender. Say, what gender are you, anyway?

Hey, that look is trade-marked! Ya gotta pay ten bucks if you're gonna do that!

If you ever laugh, let me know so I can hide underground.

...hhh...I never sinned against you, Eddie. It's all about you and the suit, dude-- you two are like an old married couple.

My mind must be going. I brought super villains into this...almost freed the Lizard. I shouldn't be a part of any of this. I--I'm Spider-Man.

Just be straight with me, Crystal. You wouldn't keep showing up by these things if you hadn't found anything. And hey -- I'm the guy who third-wheeled your dates with Johnny Storm while the Inhumans were still a secret society. Whatever it is you're keeping from the world at large -- you can trust me.

I know you grew up as isolationists, Crystal... but you don't have to go it alone anymore.

Oh no... Gibbon!

Oh, god... ->snff<- I thought... I thought you were gone, Mary Jane. Are you real?

Say! You don't happen to be related to another sunshine boy named J. Jonah Jameson, do you?

Well, wobble my webs and call me shaky! It's Goldilocks -- the hippest hammer in the west!

Hi, Smokey Boy!

I just dropped by to congratulate you on a perfect record! So far you've been 100 % wrong about me! I've got to hand it to you -- I'll bet it's not easy to make a fool out of yourself all the time!

You'd think I could come up with some way to get my life in order so that I'm not always just scraping by. Why can't things ever work out for me the way they do for everyone else?

I might as well face it... being Spider-Man is just plain habit-forming! It's like going out with girls!.. I can't give it up!

There's no way out! She'd never have me as I am--and I just can't give up being Spider-Man! So, she'll end up marrying Leeds--and living the quiet, uneventful life she dreams of! There's only one thing I've got to figure out--how do I forget about--the girl I love??

I've always felt I was partly responsible for the death of Uncle Ben, because he was killed by a criminal whom I didn't catch! And now--Aunt May! The two people I've loved most in the world--who were like my own father and mother to me--! Yet, their love for me--their kindness to me-- has brought them nothing but--tragedy! But it can't happen again! It mustn't! It mustn't! Not to Aunt May!! She's been too good--too kind--! I can't pay her back-- like this!! There must be some way to save her! There must be! And I'll find it! Somewhere, somehow--I'll find it! No matter what the cost--I'll save her!

Anyone can win a fight--when the odds--are easy! It's when the going's tough--when there seems to be no chance--that's when--it counts!

My Fault -- all my fault! If only I had stopped him when I could have! But I didn't -- and now --- Uncle Ben is dead...

Iron! Iron's a metal! And his punch felt like metal! It's a long shot -- but it could be -- the Molten Man! I'd bet on it!

Let's talk about your costume! Those red longjohns break me up... but I liked your old yellow duds better!

Have no fear! Spidey is here!

Know why I hate you, Leeds--? Because you have the right to propose to Betty! The shadow of--Spider-Man--isn't standing between you!

Boy! No wonder you covered your head the way you did! I don't know who you are, but one thing's for sure--a beauty contest winner you ain't!

Now don't get the feeling that I'm mad at you... It's just that I hate anybody to skip around town in a jazzier costume than mine!

I can't let a common cold put me out of action! Otherwise, next time around, I'm liable to cry uncle if I develop some dandruff... or a case of chaffed lips! I might even become the only super-hero in town who won't fight because he's got acne!

When you beat me last time, you were fighting a sick little Spider-Man! Even Doris Day could'a knocked me for a loop that time!

You oughtta be ashamed of yourselves! not only do you try to hijack one of the classiest places in town, but you didn't even phone ahead for a reservation!

Now I've seen it all! Those kookie mutants pick a fight with me because of some robot -- and then ride off into the sunset in a Rolls-Royce...while I stand here, soaked, with the beginnings of a summer cold! Some super-heroes have all the luck!

Don't get your gums in an uproar, Mallet-Head! I was just reading your column to get my laugh for the day! Where do you get the nerve to call your rag a newspaper? Who's been writing your stuff these days--the Brothers Grimm?!! Anyone who pays a dime for that scandal sheet oughtta get eleven cents change!

Ock broke through it for one reason... to flaunt his strength before me... out of pure cussedness! But now he'll learn how cussed Spider-Man can be! I'll show him what strength really is! He won't get another chance to return and jeopardize the life of Aunt May! No matter where he is, I'll find him! And this time, nothing will stop me from ridding the world forever of the menace of Dr. Octopus!

Even though I can't remember... even though I don't really know you... every instinct within me wants to smash out... to strike... to destroy you!

Didn't they ever tell you not to broadcast your plans? But that's the trouble with women... they just can't keep their mouths shut!

No matter how small I am--no matter how hopeless everything seems--I mustn't give up! My size doesn't matter! Even my life doesn't matter! No one can win--every battle, but--no man should fall-- without a struggle!

I always thought fat fellas were supposed to be jolly! They oughta toss you out of the union!

The more I risk my life... the more deadly chances I take... the less good it seems to do! With all my strength ... with all my powers... why can't I ever make things right?

Listen to me hot stuff! It's a private fight between the Lizard and me!

It's time I forgot about little ol' web-swinger for a while... and paid some attention to the private life of Peter Parker... who happens to be my favorite civilian!

There she is! Man... standing next to those million dollar paintings, she still looks like the only masterpiece in the place!

If this is a victory... I'd hate to be defeated.

Okay, Mr. Clean... We've got some unfinished business, you and me!

Which is worse...? Staying behind while other guys are doing the fighting...? Or fighting in a war that nobody wants... against an enemy you don't even hate?

Everybody in our odd little community would deny it, but we all watch each other when we cross paths, looking for weaknesses, in case that day ever comes. In case they ever have to stop me...or I ever have to stop them. But we never talk about it. Ever.

... Even a loner like Spider-Man has heard tales of the Vision!

You're the creep who's going to pay! I'm going to get you, Goblin! I'm going to destroy you slowly, and when you start begging for me to end it - I'm going to remind you of one thing - You KILLED the woman I love! And for that you're going to DIE!

You're talking about my lady, creep! Someone I love--I mean loved--! Do you know what that means? Have you any idea what that means?? I loved her, Goblin! And you--! You--took--her--away! Filthy--worm-eating--scum!

Hey Meatballs -- Yer sister plays the tuba!

Sorry MJ... Guess my mind was on other things. Just had a talk with someone... and it made me suddenly realize... hey, I'm not really alone, after all.

I suppose I should do something to help him, but I doubt if anything could survive that fall.

I can't get over that feeling of menace... as though something pretty bad was about to happen -- to none other than your friendly neighborhood Spider-Man!

I can do this. It's not impossible. Not for me. I have great power, resources, and resolve. And I will make this work. Not for Uncle Ben, Captain Stacy, Gwen, Marla, or any of the others I failed in the past. This is for you, for all of the living, for everyone out there! I'm going to make you all proud. You'll see. I promise.

Be right back. Gotta hit the little Peter room.

Save it for the papers, Jonah. Save it for tomorrow.

It's too late to go back to work with the Torch...and it's too early to go home. Guess all that's left is some web-slinging. Maybe that will cheer me up. Seems like everytime I finish a fight, I'm all alone again--which makes me think of Gwendy--and brother...that makes me want to die!

He -- he dropped me! I never realized -- never thought --! I'm too high up to snag a building with my web -- there's no way for me to catch myself! Looks like this time -- I've had it!

He-he dropped me! I never realized--never thought--! I'm too high to snag a building with my web--there's no way for me to catch myself! Looks like this time--I've had it!

Head's up, Stegron-- Spidey's coming through!

Forget it, Robbie. It's not important. I've got enough to be happy about. 'Cause you see, I'm beginning to realize -- next to some people's problems -- my life is charmed -- a regular picnic if you know what I mean.

Are you Heckle or Jeckle?

No! It can't be! Gwen is dead! That can't be her!

Gwen? You're -- ALIVE -- ?

Sometimes I wonder: Am I Spider-Man because I want to help people -- or because I want to hurt them? These days I seem to do more hurting than helping.

Okay, hero-man... let's see you get out of this!

... They don't call me Spider-Man for nothing!

PROFESSOR WARREN! THE JACKAL IS -- PROFESSOR WARREN!

Von Shtupf, I take it back. You're not sick. You're just crazy.

Ta-Taa! No applause folks -- Just throw money!

I-I Don't know who I am...! Spider-Man... or some laboratory-bred duplicate the professor created to battle him!

I'm nothing like the Torch! I'm prettier!

I mean I've heard of people wanting their name up in lights and all--
--But THIS is downright RIDICULOUS!

Webhead, I've got the feeling this just isn't gonna be your night!

So, as someone once said, --- Up --- Up --- and AWAY!

Great! We're caught in the middle of a Super-Villain sandwich...

Oh mercy me, Mister Bad Man! Is that a thweat?

Bein' a Super-Hero's no bed of roses...

Agony, Mrs. Pym? I believe I know all about it.

Welcome to the hero business, Fly -- and good luck!

Hi-ya Cappy. How's it hangin'?

Family, eh? Well, face it, tiger, you just hit the jackpot!

You're a mess. You're in trouble and on a suicide mission. And I'm here to tell you... you're done.

So you have a choice: you want to save lives? Or "uphold the law"?

Hey, where's your silly suit,Scorpia? "Silly suit Scorpia." Try saying that five times, fast.

Whatsamatta, Elmer? No more bu-wetts? Duck season! Wabbit season! Th-th-that's all, folks! "Oh, 'dem dukes, 'dem dukes!"

This slasherday thing's getting everyone nervous. I want Razorfist put away fast. Maybe then I'll believe you can teach your symbiote some manners.

New to New York, Moonstone? I can`t say I`ve ever heard of you! But then, I don`t get much time to read the "Wanted" ads...

C'mon! You're not really gonna try to stop me by waving a cape! This isn't a bullfight -- and you can't sidestep a guy with spider-speed!

Doc, one time I was in a jam, and a total stranger gave me his last five bucks. I figure that is particular five spot's been handed from stranger to stranger since money was invented. Each guy that gets it, when he's down and out, is obligated to pass it on to somebody else once he's on his feet again. So, I'm just passing it on, Doc.

Y'know, Vermin -- there's something in your eyes, in your voice -- something that reminds me of everything rotten, vile and stinking inside us -- all the inner monsters men hide from themselves!

You've shown that now you're willing to sacrifice anyone --anything-- to save yourself! And I don't owe you anything anymore!

"Like I always say, 'With great power comes great indebtedness.'"

I can't believe all that's happened in the last twenty-four hours! Mary Jane announced that she's always known that I'm Spider-Man! I have an argument with Black Cat, and a real doozie of a nightmare! Not only do I learn that my costume's alive, but I'm also the butt of one of the Human Torch's sick pranks!

The amulet! His power resides in the amulet around his neck -- get it off him and he's beaten!

He...He used to be the Herald of Galactus! Galactus for Pete's sake! He could have killed me!

Someday, you'll make a mistake. And I'll be waiting!

Hey, everybody! LOOK! I'm SPIDER-MAN! Your friendly neighbor, Peter Parker, is SPIDER-MAN! Ya know, Parker...if everyone else in the building wasn't out having a good time, you might be getting yourself in real trouble right now!

Good. Nothing's damaged... except my pride. Char-broiled by a kid. Maybe I'll prove how tough I am by slaughtering a troop of campfire girls.

Blast it Mary Jane, this can't wait! All I need is a yes or no: will you marry me?

But I can't let my fear stop me. God, please don't let it stop me.

TWO WEEKS!! In the ground! In the grave! Dead! TWO WEEKS!!

I really should re-design my web-shooters so this won't happen again! Either that--or sew a change pocket into my costume so I can carry bus fare! No, with a costume this tight--people might think I had cellulite!

Just drop me off at the World Trade Center.

What the heck is this, a Rambo convention?

Okay, the unexpected I can deal with... as long as I'm expecting it, that is...

Before I go -- a little helpful hint -- breathe through your nose. 'Cause those webs can taste pretty hideous! Heh-heh.

I'm through being Spider-Man, Doc! I want you to use your machine to remove my powers! Completely! Forever!

The Doc's transformation -- I've never seen his blood-lust so consuming.

Talk to me, lady. Tell me -- all your plans. Isn't that what you -- bad guys live for?

Why puny men try to hurt spider? Men Stupid! Spider can't be hurt! Spider strong!

Playing super hero isn't a game. It's fate. We choose to do good. Choose to do bad. We had a choice.

The next few days are going to be rough. I've still got a concussion to heal! And Mary Jane's going to be upset for quite a while! It'll take time, and talk, and affection. But I know we can work it out. After all -- I'm getting pretty good at reconciling things!

Loki created that monster! And if destruction is what Loki wanted -- destruction is what we're gonna get!

That guard! Crane's about to roll over his fingers! But I don't have time to save him and Cardiac! What'll I Do?!!

This thing is strong. I need some time to figure out what it is and how to handle it!

Sorry, M.J. and thanks. It's just that, it was bad enough when I found out years ago that my par ents were government couriers, that they died on a spy mission against the Red Skull! But when they showed up yesterday alive, saying they'd been in Russian prison camps for the last 20 years -- ! Well, I guess I'm more messed up than I thought. I want to love these people, but how can I even believe them? If only I could find the Skull, have him confirm or deny their story...

Speedball notwithstanding, there's hope for the next generation yet.

I've seen you kill people. Okay, maybe they weren't the nicest people -- but your career is over!

Hey, if you're going to go against the BIG BOYS, you're going to have to have a tad more staying power.

Ahhh, what a delightful aroma! Chanel No. 5 and Oregano!

I thought hassles about guys with long hair went out with the 60's!

"Whatever problems I have... they're overshadowed by the good things I've got. Mary Jane, Aunt May, a passel of friends... And a bunch of clobbered super-villains at my feet. It could be a lot worse

Blond guy? Hammer?! Oh, maaa-aan!

All I'd have to do is stop holding back. With my spider-strength, it would be as simple as snapping a twig... Who am I kidding? I'm a hero.

I can't deal with Parker's life. Parker's world as it is today. But here... I can at least remember his yesterdays. As hard as it was for me, growing up without parents-- there were a lot of wonderful times in this house with Aunt May and Uncle Ben. I was loved here. Protected.

That hurt. A lot. But whatever doesn't kill me... still hurts. A lot.

Hey, Sandy, is that your face or are you wearing a beach?

Sweet dream, JJJ. You've given me some of the worst years of my life. I'm gonna miss you...

That's what I like about you, Torch -- you're so gracious!

Alligators in the sewers, Lizzie? Isn't that a little...cliché?

Reilly and I are supposedly the same person-- --but he has a quicker temper than me! He's headstrong, reacts without thinking sometimes! Must have been all those years on the road!

What... what happened? He knew... ...and I knew... ...and he couldn't... ...he just couldn't stand the thought of... ...the thought of... No. I can't tell you, Ben. That's just one question that's going to have to go unanswered.

You may be gorgeous and smart and sophisticated and sneaky-- --but this "little boy" can still keep you tangled up here long enough-- --for someone to hear the fuss and call the cops-- --and then you're caught just as surely as if I was some big, brawny, respectable hunk!

I'm not kidding, Bluebird! This isn't a game -- it's deadly serious!

That's okay, too, Betty. Take your time. After all-- --what's a relationship without a little mystery?

Yeah, Torch, you're right. Everything you said is true. It's just... it's just going to take me a long time to believe it, that's all...

Onslaught. He meant to enslave us. He destroyed our city... murdered our heroes... ...he took away so much... I...

You know, I wonder if that was the Scorcher's problem -- he was so ready to see the bad in life, he couldn't believe in anything good. So he acted like somebody's lies about him were true -- and if you do that, it doesn't much matter whether they were lies or not-- --'cause they're sure true now.

You know -- I think there's another reason they call you the Terrier, Gord! It's because you're nothing more than a dog to them-- --an animal, to be sicced on thier enemies-- --and if you screw up, they'll just cut you loose, because you don't know anything that can harm them!

I-it's... It's... ...Mary Jane, the baby... they're... ...they're in trouble!!

Here I am, out to dinner with one of the most glamorous gals in the world, and what's she doing? Talking about other guys. Face it, Parker, it's the story of your--

Y'know-- --it's okay to call for backup!

Say, Headsy -- have you ever stopped to think that maybe I can dodge forever? That maybe the reason nobody's killed me yet is that it's not as easy as you think-- --and that maybe you're just not good enough?!

"Over?" I doubt it, Glory. Calypso's on the prowl again -- but I still have no clue what her agenda is. And that scares me... ...to death.

...I... ...yeah... ...yeah, I do... He... ...his name was Ben... ...he was my brother... ...and I miss him, David... ...but I go on. We have to go on...

Spider-Man is back-- and I'm here to stay!

Comic books! But I've never seen titles like these on the local newsstand -- Marvel Mystery, All Winners, Young Allies, Captain America and the Sub-Mariner!

Just thinking that it's really strange sometimes, the way things work out..!

Actually -- it's -- Spider-Man. But why be so formal..? I'll call you Akasha and you can call me --

Hoo! Well, I guess we can all agree that she's now offically 'spooked...' which means that I don't have to worry about being so sneaky... now we can do things... Spidey style!

Ah, well -- assuming I do find a way to solve my financial problems, then there's one thing I know about college. If today was any indication-- --it's sure not gonna be dull!

So we won't get out alive, huh? Where do you get your dialogue, bird-brain? From DC comics?

Sandman......you're absolutely right. I did treat you like an idiot. I'm sorry.

It's not my Spider-Sense. It's something else... ...but what?! All I do know is that if I don't thwip up there and check it out now... ...I'm gonna be wonderin' what it was for a loooong time!

--'sheesh! Dig the decor! Looks like I made it in time for Neil Diamond!

Y'know, Doc-- --there are some things even a master of the mystic arts isn't meant to know..! But thanks for that... ...thanks a lot.

N-nice save, Subby! I give it a ten for dramatic value-- --but I'm subtracting points for your lousy sense of timing!

And the funny thing is, Aunt Anna -- the entire time I was looking for it, it was right under my nose! Merry Christmas, everyone!

Ah... Let's just say that I don't think you'll have to worry about Spider-Man from now on!

There you are, you handsome devil! Now put the nice motorcycle down; you could poke your eye out with that thing!

Whaddaya mean?! MJ, Norman Osborn wants to hire the Hornet... Me!... To throw down with Spider-Man... also me!... Because he despises Peter Parker... ...who, for those of you who came in late, is, once again... me! This is like... the best!

The Super Hero Union only requires me to deliver one last-minute rescue per customer!

Man, what a dope I've been...! These last few days all I've worried about is whether Hope learned my secret or not... ...worrying about my problems, getting suspicious, convincing myself that she knew... ...seeing an accusatory look in her eyes whenever we were together...

...now all I have to do is hope that Hope doesn't put two-and-two together and suspect that the friendly neighborhood Spider-Man who helped her-- --is also her friendly neighbor from next door, Peter Parker! Nah! Now I'm just gettin' paranoid...!

I have to go make the world safe for truth and justice and like that. Hope I didn't infringe on any copyrights with that line!

If the Technomancers have it, then that's bad news to begin with -- But if Osborn wants it, then that's enough to convince me that he just shouldn't have it!

And I wish I could tell you that time heals. Unfortunately, I can't... ...but you do learn how to live with the pain.

...this new Spider-Man, whoever it is, seems to have things pretty much under control.

Getting caught in a battle between two god-like beings is not how I planned on spending my day, but... ...I guess it never is!

Honestly...not all it's cracked up to be. I mean...I'm glad MJ is having so much fun and all, and the money's great...I think...but I just didn't expect her to be out of town so much. I see her between flights and...well, it's not what I expected from our marriage.

I'm not sure, Aunt May, but... it's... a weird feeling... I don't know how to describe it... Like the world is a bit off center.

Who is this?! Brock? Is that you, Venom? Threatening me again?

A grown man who puts on spandex and swings from rooftops in order to fight crime! Maybe I'm as insane as they are. But I guess it could always be worse. I'm lucky to have survived. Lucky to not be insane. Still, I can't help but think... ...how much luckier I'd be if I'd never become Spider-Man!

Thanks for the god lesson. I'll be leaving now! Good luck subjugating the will of all humanity.

--Oh, come on! Today! Everything has to happen today?!

That's what I love about this city. Every time I need to hit someone really, really hard, some jerk steps up and volunteers.

Take a number, pal! You know how many times I've heard that? How many times I've had enemies try to kill me...or someone around me? You have any idea how tired I get of hearing it? Of having to deal with it?

You know that good old mindless super-hero versus world dominating villain kind of thing. Lots of punches, puns, blasts and web... ...bing?!

The way he's looking at me. He's got to know. And he's holding it against me... Not buying any of the photos... ...what am I going to do now?

The way he's looking at me. He's got to know. And he's holding it against me... Not buying any of the photos... ...what am I going to do now?

-- nah! Been there... done that! Being Spider-Man is kinda cool!

Fine! Everything that can go wrong does go wrong... ...fine! Children in trouble. drug busts...the Sandman! Fine! Fine! Fine! I'll handle it all! I'll save the day! I'll beat the bad guy! And I will get to my blasted job interview! Because... ...I'm going to have a life!

Wonderful! What am I going to do? What more can happen to me? Of course.

My back-pack?! Where --? My costume and web shooters! They're... ...gone!

Hehh... I guess it's easy to laugh in the face of danger when you don't take anything too seriously.

So, uh... This friend of mine, he's a mime, an' they just send him to jail... ...it was a wheat field outside of buffalo with a big sign saying, "Pretend you are in prison!"

Remember me... Spider-Man... misunderstood hero. That's Hero... capital of H... also one of the good guys! And I do not kill people! Ever!

Typeface, huh? So, what does the "R" stand for? "Raving"?

Okay, Arthur, big ugly monster guys and saving the world are my bailiwick. Did I fit bailiwick into a conversation? Cool!

C'mon, Typeface... Uhh... You really want murder and arson on your rap sheet? You don't strike me as the type.

Lady, you can call me whatever you want. Just don't hit me with that laser blade again, okay?

I've been thinking of changing my name to something a little more millennial. Yeah... That's it... Millennial Man. He fights with the power of a million years.

Oh, sure... I can just picture it now: "Welcome to respectability, spidey. You owe us five squillion dollars in super hero back-taxes."

Tell you what: we're going to give this poor kitty a break. His life's been screwed with more than enough. We're going to let him live a little... hang out with his cat friends... get a girlfriend... live in peace. ...hopefully some place far, far away. Shoo! Go on... get! Make some friends... ...and let me get back to mine!

Yeah, I do. Funny thing is, I feel like she's still here, you know? I realize it's just because I want her to be. All my friends keep telling me it's time to let go. But I don't want to.

I already met that someone, Jill. And she was taken away from me.

I couldn't do it, Mendel. I mean, I beat myself up over this like you wouldn't believe. I must've thought about it a thousand different ways... ...but it's just not me.

I... I knew... I knew. I knew you were alive! Who did this? Why?

Oh, god... ->snff<- I thought... I thought you were gone, Mary Jane. Are you real?

"Fusion," eh? You look more like a "Larry" to me.

Who am I? My name's Peter Parker. I'm the new science teacher.

Uhh...I know you better than you think, pal. You fit the mold perfectly: all your anger's driven by a series of convenient excuses --

...that there's a fine line between hero and psycho, I guess.

I may be quick -- I mean, you're looking at the dude who left Billy Pinder in the dust during a second grade sack race!

Hello, God... This is Peter Parker. Can I ask a favor? I know I've been your personal cat toy for the last few years...but can we not do that to me again for a while? Not real long, I know the odds on that are about zero...but just for a little while. Say...fifty or sixty years? I mean, that's not long in your terms, right? Just kidding, God... Just kidding. But I'll bet you knew that, didn't you?

Only madmen could contain the thought, execute the act, fly the planes. The sane world will always be vulnerable to madmen, because we cannot go where they go to conceive of such things. We could not see it coming. We could not be here before it happened. We could not stop it. But we are here now. You cannot see us for the dust, but we are here. You cannot hear us for the cries, but we are here.

If there's any way I can help, just... let me know. No strings. Honest and true. Deal?

But I got plans to meet a special lady at the airport tonight, and nobody's getting in my way. Especially-- --not-- you!

I don't need any promises, MJ. I'll wait for you as long as you need. Or until the stars turn cold and fall from the sky. Whichever comes first.

Because you have to know-- --that it's not true. And I'm going to take care of it. One way or another. But it's not true, MJ. I swear it. I swear it. I--

Could I have another one of those, if you've got a spare, because that was good, the whole lips thing, and the face touching, because I could do that all night until I go on patrol and --

Anybody ever tell you that you fight like a girl? I'm just asking in case there's anything you want to tell the group.

Everybody in our odd little community would deny it, but we all watch each other when we cross paths, looking for weaknesses, in case that day ever comes. In case they ever have to stop me...or I ever have to stop them. But we never talk about it. Ever.

Tell somebody you love them, or hit them, and you can't foresee all the possible consequences. You do "A" because it's a good thing. But "A" has consequence "B" which is a bad thing for somebody else. Sometimes I focus so much on what I'm doing right now to fix something, that I forget even bad guys have families.

What is it? Am I talking too much about the "Other Me", or maybe I didn't ask you how your day went, and I know how I can get caught up on one topic and talk for a long time without stopping in these really long run-on sentences and--

Your word as a career criminal? That supposed to make me special?

Pardon me for interrupting, but do you people always run a background check on your new teachers?

That's what I love about you, birdbrain: you think you're really nifty-- --but you're really just the bottom of the cage!

Ooh. I love it when you talk fancy. Hey, I got one: "Cease and desist, you certifiable cephalopod!" Maybe you should've called yourself Doc Lobster.

Wait... "Crappy super-villain": Isn't that an oxymoron?

You're right: I can't. Not even to a stain on humanity like you.

Burn Crisqó's old sheets. The celebrity beach house just got a new guest.

Heh. Well, I guess in the end, life's a beach!

No, wait... I can see what you're trying to do. But I'm not biting, Norm. You're not worth it.

I won't have to kill you in return. I won't even have to send you in jail. Just being you -- that's life without parole.

And all I can think is, there's no way she could've gotten that far ahead. It's not physically possible. Not unless she's a mutant.

A million question and no one to answer them... very tantric.

Short answer, Shocker: you're selfish, I'm not. Or at least I try not to be. Now grow up. My organs feel numb and I'm going home. That's what us heroes get to do.

This is obnoxious. Even for me.

Do you realize how many crimes I could have stopped while I was jerking around, putting on a show for you guys?! Putting on a show for money!

Maybe this whole beach is a Sandman factory, churning out idealized versions of yourself. Maybe--

I'm not perfect, Flash. I've... done things. I've been selfish. People have died because of me. But I accept that, and I own it. And maybe in all this mess I'm able to stay strong... Because I know I'm weak.

I'd take fifth home. I've been patrolling it pretty hard the last couple of nights.

And... And I guess he was right after all... someone is killing the Brooklyn Avengers.

My life gets pretty crazy sometimes. And... and sometimes I don't remember to thank the people who mean a lot to me. But this week reminded me that friends from the past are important. And also that good things can come...even out of tragedy.

Look he said Ant-Man -- the younger one, not the good one -- is trying to impress his daughter. I think that's worth a little bit of our time. Don't shake your head. Imagine falling so far down the ladder of relevance you land in Florida. On paper that sounds like a loser. You can't blame the guy for feeling that way. Why are you still shaking your head? Oh cool. The absolute worst reason.

--so I was thinking...since you have the abilities of giant vampire bat, why not just take the name of Batm--

Hey, Flash-Man. Always so cool. This guy? He knew a waltz from a cha-cha. Who am I kidding? You were a bully. My bully. When I think of all the lockers you shoved me into... but here's the thing... bullies don't come out of nowhere. Someone always hurt them first. Didn't find that out about you, Flash, until years later. Then one day, everything changed. You told me you found a hero to look up to. And you started a life of service. Helped your fellow man. Saved so many lives. Protecting others in ways people will never know. You became a man we're all so proud of. And me? I've found myself to be a bit of bully now and then. Making fun of others. Rattling their cages. Telling myself they deserve it. I want you to know that I want to change. Because of you, Eugene "Flash" Thompson. I hope you can be proud of me. I know you're my friend, but there's something I never told you. I'm your number one fan. You're the hero I look up to.

Just skip to the part that helps me understand.

Is anyone else having a dream they're in a geodesic dome made out of some dude's arm after getting beat to a pulp by some creature snapping its many, many fingers?

Hey! You kids! I can hear yer party from the next block! Wit' yer beat or beat-like combos and yer glow-sticks! An' yer skinny ties! I work nights ovah heah! I gotta goldfish wit' an anxiety problem! Turn it down! Wait, wait, wait--wrong rant. What I meant to say was--break it up, okay? Please? 'Cause, I mean... okay, I came in a little late, but... We're not this. The Avengers are not this. Our job is not to bring walking tanks to do our talking for us. Or thunder gods, or big hair, or--or whatever else. It's not to wade in with overwhelming force to protect our authority when we're in the wrong. And right now you are in the wrong, Tony--Sam. And you know it. So... So back off, guys. Or you can come through me. Because I am an Avenger. And that... That is what we are. But, uh... Obviously I'm hoping you don't come through me...

What?! Oh, this?! It's how I do my best work! In the buff! Say! Isn't this a private lab?!

Unbelievable. Flash Thompson thinks I'm being a bully.

I mean... gods, Eddie? When did you start fighting gods? And Carnage? You come to me with gods and Carnage but with, like... god powers? What happened to... evil businessmen and digging robots and sewer dinosaurs and fun stuff like--

If anything, the Punisher and I are more committed than ever to our opposing philosophies......and a final confrontation is inevitable.

Uhh...jeez... I feel like I'm in high school again. Are you flirting with me?

Is it just me, or do you have a fascination with death? And should I be worried about this?

I don't think it's Eddie Brock at all. I think it's the suit. It's looking for a new host.

I can't help wondering, what have I done? Did I just solve a problem, or create one? Did I just save Eddie Brock's life? Or did I just send him to hell?

Ahem. Like I was saying, I got two pairs. Two nines... ...an' two more nines. That makes four. Read 'em an' weep, fatso.

Yeah...that's me: I'm the cleaning lady. Always got some kind of solution. But it never really gets out the stain.

What am I doing? I've never lied to MJ before. Come on. Parker, that's another lie. You've lied plenty. But that was a different time. A different time.

Hey, here's a question for you: if frogs' legs taste like chicken, why not just eat chicken and leave the frogs out of it?

And how she liked me -- they all liked me -- even though they knew I was Spider-Man. And about how that felt, knowing I belonged somehow. And how I didn't want to admit that I liked it. A lot.

Why didn't I see it before?! Doc's ice pellet! It's the same tech I created for my cryo cube! And the armor he's using... It's based on my helmet design! His stealth satellites... are using the same principle as my noice reduction system! All my inventions for Horizon, everything I've put out into the world--Doc's modified it! Twisted it! I've given him everything he needs! THIS IS ALL MY FAULT!

C'mon! The world's counting on you! Everyone you know and love! What about Sable?! Are you going to let her sacrifice be for nothing?! Forget the math, Parker! Forget what's possible! DO THIS! NOW!

This is a hunt. I'm not here to fight you--- I'm here to end you!

Miles Morales. Miles Morales. I wonder if we have a Miles Morales? Oh my God.

One scientific mishap, and hours later I'm sewing a costume. Déjà diddly vu. Okay, world, better hang on to your hat... Here comes Alpha!

Hate it whenever they say 'Plan B'. That's super villain code for 'blow everything up'.

We realllllllly have to stop meeting like this, officer Cooper. People will talk--

That was me, Otto. You can't hear me, can you? You don't even known I'm here. Doesn't matter. You don't get to kill. I won't let you. I don't know how, but I am still in the fight! I am Peter Parker. And I swear I'll find a way back!

That was me, Otto. You can't hear me, can you? You don't even known I'm here. Doesn't matter. You don't get to kill. I won't let you. I don't know how, but I am still in the fight! I am Peter Parker. And I swear I'll find a way back!

Figures. Fuzzball gets the hot cat-lady, and I get locked in the bathroom.

One scientific mishap, and hours later I'm sewing a costume. Déjà diddly vu. Okay world, better hang on to your hat... here comes Alpha!

That's weird. The master plan was to drop me in the ocean to drown? Not likely. These guys never work like this together. So who's rallying the troops? To be this organized? They need a boss. A general. A Kingpin.

Each night has the same pattern. It begins with the hope that people won't need me. And each night ends the same way... Knowing there isn't enough time... That there's always more to do... That even Spider-Man can run out of strength.

I beg to differ, matchstick-- --but I'm not exactly sweatin' this one.

But sometimes fighting fire with fire isn't the answer...

I'm Peter Parker! I'm back! And this is just the beginning! Because I swear to you... I will be-- FREE!

Once the fighting began, instinct just took over. Carnage flowing through your blood...like venom.

My name is Peter Parker. The real Peter Parker, that is. For a while I had been locked in this brain that Ock and I both shared. Call my role in all of this what you will: a participant in his life, an observer to his memories, but watching this particular story unfold has given me new perspective on Ock's actions. And while I don't condone the things he's done, I can at least understand them a bit more. To his credit, it was Otto's scientific findings that helped create the Goblin cure, so in a way he did win his battle with Norman. Because not only did he kill the Green Goblin as we know him, but he did it through science. The irony being that what finally enabled this scientific mastermind to become a Superior person, was when he stopped thinking with his head... and started thinking with his heart. As for me, I'm just happy to be back. A lot has changed in my life, and a lot of consequences need to be faced. But for the time being it feels good to look in the mirror and know that behind those Baby Browns is... The Amazing Spider-Man.

And then I think I got it. As long as you have that one thing in place... the rest will take care of itself.

What do I do now? I've let you down, Uncle Ben. And now Aunt May too. Before, she was afraid I was a drug dealer. Now, if she knew the truth, she'd be even more upset. That's it. I'm through being Spider-Man! I'm done!

That-- that was one of the Watcher's eyes?! But the Watcher's seen... everything. Ahh! Millions of secrets! Things that were kept from me! Filling my head all at once! The spider! After it bit me-- --it bit someone else?! A girl? I--never knew! Who is she? Ezekiel?!

I didn't know where else to go... Clash is my responsibility. I inspired him. Helped make him. Spurred him on. And I couldn't stop him. I can't stop him. And on top of that, I've let everyone down. I've let you down. I don't know what to do. I'm sorry.

Hope you were watching, Uncle Ben. 'Cause I did that for you. Kept everyone safe. Kept them from being scared. And I made it fun. It doesn't matter that most of 'em wouldn't have lifted a finger for Peter Parker. That's not why you do it. You do it 'cause it's the right thing to do. Because it's what you would've done. You were more than a father to me, Ben Parker. More than a role model... You were my hero. Now it's my turn. Because from now on, I'm going to be yours! You'll see. I'm going to give it my all! We'll have fun! I'll never quit -- and it's going to be Amazing!

Just try not to blow up the whole neighborhood, okay? My favorite Indian take-out is around here somewhere. What? You don't like tandoori?

Yeah, after all those years on my own, I could get used to this Avengers thing. I could definitely get used to this.

With my spider-strength, speed, and agility nothing could've stopped me from landing any sports scholarship-- or getting on any professional team I wanted. Nothing except a sense of responsibility. And a tiny bit of pride.

Oy. With the guilt. Fine! Wanna be in the Fantastic Four, Spidey? Sure. What? Oh. We're the Future Foundation now. Bait n' switch if you ask me. Razzin' frazzin'...

I think this is my super villain origin.

I don't even know how long I've been going. Fifteen, sixteen hours? Carlie is alright, thank God. I found her in her apartment with a knife, scared that every killer she ever helped put away was coming to get her. No one's heard from May, but everything's down now. She could be anywhere... But the one place she probably is, I can't seem to get to. Because no matter how I scared I am for her... ...I can't let people die.

Logan, I swear to God...I think I'm going to kill them. Magneto. His stupid daughter. I'm gonna kill them with my bare hands. I'm not -- I'm not going to be able to stop myself.

I can feel it, gnawing at me. The fear. It's so raw, so real... I see them all, everyone I care about, everyone I love. Carlie... dead. Mary Jane, dead because of me. Aunt May, dead. Because I wasn't good enough. I wasn't fast enough, I wasn't strong enough, I wasn't smart enough, and she's dead because of me. My fault. My responsibility. And I failed them. I failed them all. Please, God, somebody make it stop. The fear is so strong it's like I'm on fire. So powerful I can feel it.

There is no hope. I can barely stand. I can't feel my right arm. There's blood in my eyes, my ears. H e's stronger than me. I can't even hurt him. There is no hope... but luckily... I'm too big of an idiot to accept it.

C'mon! The world's counting on you! Everyone you know and love! What about Sable?! Are you going to let her sacrifice be for nothing?! Forget the math, Parker! Forget what's possible! DO THIS! NOW!

This is a hunt. I'm not here to fight you--- I'm here to end you!

How did--? This... You... What are you? A ghost?

My name is Peter Parker, and I've been Spider-Man since I was fifteen years old. Any questions?

It would be simpler, and more legal, if guys like me registered. If we were regulated, like the AMA or any of those other initial-groups. The problem is that after registration always comes regulation.

What the Bleep is WRONG with you? I almost had Doctor Doom until I tripped over you and this stupid [Bleep] camera! Now stop [Bleep] following me! If I see you again, I'll [Bleep] you [Bleep] camera up your [Bleep][Bleeeep]!

Jonah only goes after me because he loves this city. He genuinely believes Spider-Man is a menace to society. Always has. Look, I'm not saying you have to like everybody you meet. Or that you can't get mad at people when they screw up. Just that it might be worth a minute to try and see things from the other guy's side. Turns out most people--even the grumpy ones who yell--probably don't deserve blunt force trauma on the head.

There are some things in my life that you just don't touch if you want to walk away with your spine intact.

Empire State University. Where Spider-Man was born. And, now, where he may die. Oh, the irony.

Why is it that every time I've ever tried to get my life together--it almost always ends up with me being late for school?

MJ... May... I'll never leave you again. Never. Never. Never.

But now I think... maybe there's even more to the powers I got that day, and maybe I can use them to help people more than I ever imagined. Tonight, if I hadn't been open to those powers, I might never have reached that girl in time.

If I'm right...and I think I am..all those hits were just a diversion from their real agenda: to smuggle something very dangerous into the country.

Well, there's the whole thousands of mutant-controlled energy fields inside a mystery man in a place where millions of mutants died? Sounds bad.

Yeah, listen. I know you must have idiots showing up and doing this all the time, but it really is me, Jarvis. Could you hit the buzzer and let me in? I'm getting soaked out here.

I'm sorry, Aunt May. Sorry for this stupid hobby that keeps killing people I love. Now you're gonna die just like Uncle Ben and just like Uncle Ben......it's Peter Parker's fault.

Vile?! We're vile? You were about to cut open a baby! Know what, Great Hunters? Spider season is over! It's dirtbag season. Get 'em!

I said, "You're welcome." Sorry, I have laryngitis.

What have you done now!? What kind of crazy trick is this? And... what? They don't have carburetors in the future, with all the smoke that thing's giving off?

Don't worry. I've been in tons of situations like this. Just trust me. You do trust me, right? Guys, it's okay to talk if I ask you a-- aw, crap. Guys? Guys?

Huh. Maybe I should've dressed up like a bat instead of a spider. Strike fear into my enemies... Nah. Dumb idea.

No contest, Otto. A real hero wouldn't have threatened Anya's life. Or risked the fate of the universe to save his own skin. The greatest heroes put others in front of themselves. One day you will understand that. On the day you sacrifice everything. The day you give up that body. The day you finally accept that I am the Superior Spider-Man!

If the cost of silence is the soul of the country...If the cost of tacit support is that we lose the very things that make this nation the greatest in human history, then the price is too high.

Avengers Assemble! What? It's a better battle cry than "Geronimo!"

Seriously, what is it with New York? Would it kill you to invade Denver once? But no. You've always got to destroy Central Park or eat the Statue of Liberty... Bad guys are such tourists.

We're not just our failures. As much as they hurt, we learn from them. Then we go out there and do our best to make up for them-- Even though we never will. We save people. We save as many as we can to make up for the ones we couldn't. That's all we do.

Choices matter. Fate is fragile. I know because I'm not just a physicist. I'm your typical Friendly Neighborhood Web-Spinner. And I have a very bad feeling Yuri Watanabe just made a very bad choice.

To me, my X-Men!

Jeez. Mooney. Rhymes with loony.

And maybe you want to think about what you would call weakness-- and others, compassion-- isn't always such a bad thing.

I trusted you, Yuri. I trusted you!

I've made you and MJ targets. Taken away what little semblance of a normal life we had. God, if the Chameleon had hurt you or... ...or worse...

We're the NEW New Avengers.

...I don't know. It just keeps going off. Like a constant ringing beneath my neocortex, you know?

Somewhere, there's a one-liner about me "crashing this little party."

Richards was wrong; you're not a symptom, you're-- --you're insane!! You're-- nothing!!! A cold-blooded nothing that shouldn't even be breathing. Reality check, Stregon. It's not mammals or reptiles that rule the world--It's spiders!!!

And now with all that's happened... The police, the army, everybody's after me... What was the point? What was--? Dammit. >sigh<

The Yuri Watanabe I knew was a passionate cop and reluctant vigilante. This woman--I'm not sure who she is.

Because everyone's picking sides, everyone's being recruited, but... that's not your style, I know. You're your own woman.

Whether a law is right or wrong, moral or immoral, is an idea, a personal philosophy... but it always seems that fights over ideas skip over the barrier into the real world and become battles of real violence.

The world turns, people turn, everything turns. And it never turns. What can you say? It's the circle of life. But it isn't really a circle. Not really. It's a Spiral. The thing about spirals? So go up. Some go down. And some just go 'round and 'round.

I will find them. And when I do--I'm going to kill them.

Look, Marko... I dunno if I'm going to be that much help to you anyway. I'm not a detective. All I know is this: There have been two Uncle Bens in my life. One showed up out of nowhere some months back, and then vanished.

You're from the future. His future. It was the only way you could know that the other Spider-Man was from 2211. And since there's been a future Spider-Man... and future Hobgoblin... Why not a future Chameleon?

Thank God. I wasn't sure Mr. Fantastic would help me since I'm not part of his so-called "Initiative"...

Peter Parker, masquerading as your friendly neighborhood gym teacher. But that Arrow woman was right. I can't just abandon the kids. Not until I'm sure that I've thrown enough of a scare into the underworld...

Seriously, guys, we're here to locate an extradimensional creature named Gog.

We're not here to build a fortune. We're here to build the future. We live in a time where heroes save the world every day. But what are they saving it for? My greatest hero was my Uncle Ben. He saved so many people's worlds, you wouldn't believe it. Helping a neighboor with their mortage. Another with his groceries. He barely had anything, but he did so much with what he had. Running a global company like this is the most power I'll ever have. And in his name, I'm gong to do it responsibily. Create jobs. Equal employment. Green technologies. A chance for all of us to work together... not to save a world, but to make a world worth saving.

Just hate him... hate him. It's easy. You've been doing it for years. Just... I need so much therapy.

Spent most of my life paycheck to paycheck. Always late with the rent. Now look at me. Name on the building. Forty-seven buildings actually. And gotta say, loving the view.

End of the road, Fisk. You. Me. RIGHT NOW.

The way Peter tells it, May, you're not his aunt. You raised him. You're his mom. And I know if he had to... he'd stop the world for you.

Has Silk gone bad?

All of Parker Industries' greatest discoveries have come from helping Spidey out. That is how we work here. We help him save the world, then we repurpose that tech to make that world a better place. You'll see. It's all for the best.

All right. That was actually a pretty smart -- though completely evil -- move.

I've done something far worse than kill you, Fisk. I've beaten you.

And we shall be called... the Fellowship of the Ring.

I mean "Gun-Toting-Maniac-With-A-Skull-On-His-Chest" crazy. I mean, REALLY. You and the Punisher would really get along. Well, probably not...

Listen to Bushnick's editorial! "It's high time that the publisher of the Daily Bugle learns this valuable lesson...That the fourth estate wields great work, and with it, there must also come great responsibility." Couldn't have said it better myself.

So long, Santies. The next time you need help... ask somebody else.

I'm sorry... ...but this whole adventure was ridiculous!

You know exactly who he is -- he's Spider-Man. And he just saved everyone's butts so show a little respect. At least more than you show me.

Well -- It was nice knowing all of you.

Henh heh heh-- Hack-ack Oh! Think I just shot some webs outta my nose!

Henh heh heh-- Hack-ack Oh! Think I just shot some webs outta my nose!

Why, if it ain't my pal, the human gasbag!

Do you know how many rank amateur super-villains I've beat the stuffing out of today? You guys are stupider than the real Absorbing Man!

I don't know where you are. Or what you're planning. But I know it's big. And I know if we don't stop you, it'll be our fault. So yeah, I'm ready to lose it all -- if it means taking you down!

Did I just get rescued by two girls? Awesome.

Which is why I wanted to get you started early. Understanding your powers... and the responsibility that comes with them.

Roman got so obsessed with his "mission" he let it take over his life. Probably a lesson in there for guys like us.

You would not believe the day I'm having.

I don't know... super hero movies are getting so gloomy these days. All the heroes want to do is fight each other... shouldn't comic book movies be kid-friendly?

Conversations with Peter Parker (Earth-616)

Iron Man

My suit has an A.I.

Cool. My spider glows for no apparent reason. Tell her I said hi.

Iron Man

How did you know my A.I. is a woman?

I know you. And I saw 2001. No computer will ever have a man's voice again. Kubrick made sure of that. And Ultron.

— Invincible Iron Man Vol 3 #8

I'm already regretting this. Know how you can tell we're friends, Magoo?

How?

Because in order to save your hide, I just teamed up with the Punisher.

— Avenging Spider-Man #6

Doctor Strange

Jessica, I'm Doctor Strange. It's good to meet you. We're going to get through this. I was at the birth of the last Avengers' baby.

Spider-Woman

Oh yeah. The Scarlet Witch and the Vision.

And this has to go better than that did.

Oh my God, that was so much more clever in my head before it came out of my mouth.

Spider-Woman

I don't think it was.

Doctor Strange

How about the rest of you wait in the library?

— The Pulse #12

Harry Osborn

He doesn't spell it out, but reading between the lines, I'd say he's heading for Viet Nam! The army's matured him, Pete...He doesn't sound like the same old wise-guy!

It must be a forgery!

Harry Osborn

You two'll probably end up best friends someday!

— Amazing Spider-Man #63

Chamber

Skin... even if it fails... you're brilliant. Will you... trust me, Spider-Man?

At this point, I'll try anything--except Karaoke, of course.

— Marvel Team-Up Vol 2 #1

Avengers... Whup his ass!

Uh, is that the catchphrase now?

It is now.

— New Avengers Vol 2 #20

Mr. Fantastic

Hurry! No telling how long the X-Men can hold out!

Yeah! Where's the rest of the alphabet when you need it?

— Marvel Super Heroes Secret Wars #9

My mother's dead.

Dead of Embarrassment because her son went to the barber to get his palms shaved after he shot webbing all over her couch.

Your mother is so ugly that a Skrull tried to copy her during the invasion and died...of ugly.

Your mother's so stupid she tried to get bailout money so she could afford to pay attention.

Your mother's so stupid she thinks Cheerios are donut seeds.

Your mother's so fat, Hank Pym had to beat her up in the back of a Quinjet.

And your mother's so ugly--she made this! (pulls off Deadpool's mask)

Foul! Foul!!! That was low. Really low. You leave me no choice...but to hit you the mutha of all yo' mutha jokes! Yo' Mamma-Geddon. I busted this one out in the fourth grade. Reduced a gym teacher...a Marine...into a quivering mess of jelly. He never taught again. The second time. In eighth. A girl's pancreas ruptured. She never taught to begin with. And now she can't eat sugar either. I spent the rest of my life refining this crack...Hand-crafting each word...Distilling it into the single most devastating diss ever uttered. I sold it to the Mossad Training Corps...Though I admit, it doesn't work the same in Hebrew. People just bite off their own tongues. But in English. The three people that heard it were so shattered they all died within twenty-four hours...Dehydration from crying. That's a lot of tears, bro.

Bring it, Wade.

Your mama--BDEET! BDEET! Ahhhh. That's a wrap. Man, I can't believe I almost hit you with the Yo' Mamma-Geddon.

Wait, what?!

— Amazing Spider-Man #611

Juggernaut

Give up. Give up before I lose control. Give up before I kill you.

Heh. Not a chance. That's the other thing about the Juggy/Spidey brawl. You're unstoppable? Well, guess what? That means I have to be unstoppable too.

— AVX: Vs #2

First time we tried it I fell on my face, cried for an hour -- and we never went near it again. I figure I'm ready for another attempt.

Harry

Okay, I'll give a shot. But I'm warning you -- I totally suck.

Peter Parker's consciousness

Wow. You're as wretched as I am.

Harry

Yeah! It's the Tournament of Sucktitude!

— Amazing Spider-Man Family #4

Ohhh What I wouldn't give for some ghost-popcorn right now.

Thor

Whoever thou art, stand down! Or face the wrath of the Mighty Avengers!

What he said. But me? I'm hopin' you put up a fight. 'Cause I'd just love to carve you a new one!

Very well. Do your worst!

— Superior Spider-Man #7

Hey, waitasec! I know you -- you're Peter Parker!

And you -- you're Spider-Man!

— Amazing Spider-Man Vol 5 #2

All right. We're alone. This what you wanted? You had something you wanted to say to me?

Doctor Octopus

Huhhh... P-P-P-P-Peter Parker...

Yes. I'm Peter Parker.

Doctor Octopus

No... I'm Peter Parker.

Not anymore, Spider-Man. From now on I am Peter Parker. I have all of your memories. I know everything you knew. I have your life and everything that comes with it. And you are now Otto Octavius. With what little time you have left... ...trapped in that broken body-- brought about by years of your brutal beatings. And like a good magician, I shall not reveal my secrets. You will die, never knowing how I performed my last and greatest trick.

Doctor Octopus

Hkk--

— Amazing Spider-Man #698

What's with you, fella? Don't you ever smile?

How can you tell I'm not smiling -- under my mask?

How do you know I haven't got X-Ray eyes?

— Daredevil #27

What happens when you have to suffer something bad because you need to do what's right?

That's not my problem.

"Not my" -- you realize what you're saying? Remember the last time we sounded like that? It was the night Uncle Ben died.

Sorry... who?

— Amazing Spider-Man Vol 5 #4

Spider-Man, Spider-Woman -- You guys related?

No.

You give her her powers or something?

No. She's totally unrelated to me in any way.

So she ripped off your name?

"Spider-Woman (Jessica Drew)"

Exactly.

Hey! You said it was okay.

"Spider-Woman (Jessica Drew)"

I didn't say you could lend it out. There's, like, ten of you now.

There's three. And they are ripping me off.

— New Avengers #4

Spider-Man.

Hornhead. Love the red.

— Spider-Man Daredevil #1

Human Torch

I know they say your best friends won't tell you -- but, geez, Spidey, forget about deodorants -- have you considered Lysol?!

Oh, shut up, Torch.

— Untold Tales of Spider-Man Annual #1997

MJ

I can't say goodbye, Peter... please, please don't make me...

...MJ...

MJ

Don't... I love you... I love you... don't go... please...

...goodbye.

MJ

Nooooo!

— Friendly Neighborhood Spider-Man #3

Nightcrawler

Spider-Man! Lieber gott, don't startle a man like that!

Oh, come on, Nightcrawler. The guy with fangs and a devil tail is scared of li'l old me?

Nightcrawler

Perhaps if you hadn't attacked me the first time we met...

— X-Men / Spider-Man #4

Where you need to be?

Mr. Fantastic

The door understands your desires. If you want to, it'll take you not just where you think you should be, but to where you need to be.

Can it take you back in time?

Mr. Fantastic

And erase your sins... Stop yourself from making the horrible mistakes we've all made?

Yes.

Nathaniel Richards

Only one way to find out.

— FF #9

Jail's not going to be easy for you. You know they're going to find out sooner or later, don't you?

Curt

Well...let's just hope they don't find out the hard way.

— The Spectacular Spider-Man Vol 2 #13

MJ

Oh, Tiger... they're going to put this whole thing on your head. They're going to blame you for screwing up the peace process unless you lay yourself open to every nut in the city. What are we going to do?

I'm going to do the only thing I can.

— The Spectacular Spider-Man Vol 2 #8

MJ

When I left... when I went away.... I was so afraid you didn't need me anymore.

I do. I love you, MJ. I need you. I'm nothing without you. Come home. Come home to me.

— Amazing Spider-Man Vol 2 #50

Doctor Strange

May the Vishanti watch over thee!

And may your amulet never tickle!

— Amazing Spider-Man Annual #2

Invisible Woman

Why don't you two work together and see if you can find any superhumans having some success?

Human Torch

You really do hate me.

You really do hate me.

— Spider-Man and the Fantastic Four #2

Betty Brant

Oh, Peter, nobody could sprain his arm playing volley ball! What really happened?

Okay, I'll tell you the truth... It happened in the air, while I was fighting the Vulture for dear life!

Betty Brant

Oh, well! Ask a silly question

So let's stick to the volley ball story! Okay?

— Amazing Spider-Man #7

Johnny Storm

Hold it, fella! I noticed you hanging around! In case you're too shy to ask me, here's my autograph anyway! Don't bother thanking me... I'm just all heart!

What am I supposed to do, sleep with it under my pillow??

— Amazing Spider-Man #17

Human Torch

Hey, y'know something? I hate to say it, but we make a pretty good team!

Bite your tongue, Hothead!

— Amazing Spider-Man #19

Green Goblin

After today, you'll never again interfere in any of my plans!

Why? Did you decide to go straight?

— Amazing Spider-Man #23

I hate to be a spoil-sport, Scorpy, but I've got plans of my own!

Scorpion

Yeah? Too bad you won't be around long enough to carry 'em out!

Don't bet on it, bub! I'm harder to lose than a bill collector!

— Amazing Spider-Man #29

Harry Osborn

Why won't you admit that I'm the secret love of your life?

Gwen Stacy

Because it wouldn't be a secret any longer if I did, Harry!

Touché, Miss Stacy! Say, has anyone ever told you that you get prettier every day?

Gwen Stacy

Only my mirror, Mr. Parker! Whoops... Sorry! I've been listening to Mary Jane too long!

— Amazing Spider-Man #47

Kingpin

Thanks to your interference, I'll simply resort to... brute force!

The brute part of it is okay... but when it comes to force, that's my department, tubby!

— Amazing Spider-Man #68

Gwen Stacy

Spider-Man is... different! For all his power... his mystery... he's somehow fascinating!

Hey! Perhaps I should be jealous!

— Amazing Spider-Man #72

The Prowler

Didn't expect me to have gas pellets in my boots, huh?

Ah ha! The old gas-pellets-in-the-boot trick, eh?

— Amazing Spider-Man #79

Hulk

Little man leaps around like frog! Why doesn't little man fight-- like Hulk!

Are you kidding? Mister, you'd snap me in two!

Hulk

Then little man is afraid of Hulk!

You ever get a good look at yourself, friend?

— Amazing Spider-Man #119

Goochi-goo, cuddles. Remember me? I'm the cut-up who ruined your fun with that dam--remember?

Hulk

You! Yes, Hulk remembers, you made Hulk angry! Hulk still angry!

Yeah, well...I was counting on that...I think.

— Amazing Spider-Man #120

Yeah, green one showed me that trick too.
But, more importantly really... the answer to both of my questions is you don't know any more about this than I do.

Agreed.

And yet you talked trash when I showed up late.

'at's what I do, sunshine.

— Ms. Marvel Vol 2 #41

Spider-Clone

Hold it right there... I don't know what the gag is, but I'm not laughing!

Neither am I, handsome!

— Amazing Spider-Man #149

Medusa

I cannot. Nor can I tell you why I took it, save that my need is desperate.

Her hair--hitting me like a battering ram! Ow!

— Peter Parker, The Spectacular Spider-Man #11

Silver Dagger

Where are your taunts now, costumed clown!?

Where d'you want 'em, Baldy?

— Marvel Team-Up #77

Come on lady! This is no time to go hunting with your pig-sticker!

Red Sonja

Cease your inane ape-grunts, man-spider; I know what I'm doing. I'm a warrior. If I'm to die, I'll make sure it's with a sword in my hand.

Uh-oh--I don't like the looks of this.

— Marvel Team-Up #79

Red Sonja

Back to your pits, you thrice-damned spawns of Hell, or face the naked steel of Red Sonja, she-devil of the Hyrkanian Steppes!!

Huh--?!?

— Marvel Team-Up (UK) Winter Special #1

Black Widow

Nancy Rushman and you might have something very special and beautiful.

But you're not her.

Black Widow

And my feelings aren't hers. I'm sorry.

Yeah, me too.

— Marvel Team-Up #82

Starhawk

No, earthman. The tape is ours, and ours it must remain!

Nikki

Get 'im, Starhawk!

Nice try, buster--but bushwhacking a hero with a handy-dandy, 100% guaranteed Spider-Sense is next to impossible!

— Marvel Team-Up #86

Pretty fast, Shroud! Either you've got great reflexes, or you knew I was going to jump just then!

The Shroud

I...knew.

Yeah? No matter what a big brain you are, there's no way you can dodge a net of webbing!

— Marvel Team-Up #94

Mockingbird

By the way, I'm called the Mockingbird! Thanks for helping me out back there!

Can...uh...can we chat later? The car is out of control!

— Marvel Team-Up #95

The Smuggler

Why you -- ! What kind of a fool do you think I am?

I dunno... What kind of fool are you?

— Peter Parker, The Spectacular Spider-Man #49

Taskmaster

My, my, eager little beaver, ain't ya? But maybe ya wouldn't be--if ya knew about my "photographic reflexes"! 'Cause within limitations, once I see something' done, I can duplicate it exactly! An' that includes--your speed and agility!

Nice try, ugly! But not nice enou--

Taskmaster

Sorry, hero, but whatever I can't duplicate, I can anticipate! And since I've studied most every super-type around, I think you'd be smart to throw in the towel!