Spider-Man visited a parallel universe, in which Peter Parker (Armored Spider-Man) was a wealthy industrialist similar to Iron Man. Gwen Stacy was his fiancée, and Spider-Man reflected that his alternate self was engaged to a woman he didn't even know. Spider-Carnage teamed up with this dimension's Wilson Fisk in a plan to conquer or destroy every parallel reality (Spider-Carnage actually lied to Fisk that they were going to take over all reality).
When Gwen tried to help Spider-Man stop Spider-Carnage, even after realizing that the Spider-Man she knew wasn't her fiancée, by using a sonic gun to kill him, Fisk foiled the plan by removing the gun, and Spider-Carnage kidnapped her, threatening to everyone present if one of them followed him, she would die first before he destroyed all reality, thus having Fisk realize about Spider-Carnage's real intentions.
Spider-Man then understood that Spider-Carnage wasn't truly evil, but he was confused because in his reality, his Uncle Ben and Aunt May had died, and he believed to be a clone of the Scarlet Spider, also known as Ben Reilly. So, Spider-Man then went to the Uncle Ben who was alive in this reality (since this world's Spider-Man has never failed at anything, Uncle Ben was still alive) and told him everything about Spider-Carnage's plan. Meanwhile, Spider-Carnage told Gwen on how he would destroy all reality - he was mixed up his dimension's Time Dilation Accelerator insides, thus creating an imbalance. So if a portal was created by the Accelerator, it would not lead to anywhere - it would vaporize anything that went in there. Spider-Man and Uncle Ben then arrived, and Ben reformed Spider-Carnage while Spider-Man freed Gwen. Spider-Carnage prevented the destruction of all reality but unfortunately couldn't remove the Carnage symbiote. Gwen then witnessed as Spider-Carnage jumped into an unbalanced portal, killing himself.
Powers and Abilities
Normal human female
- Gwen was voiced by Mary Kay Bergman.
- Gwen Stacy was the first girlfriend of Spider-Man, but here, she is the fiancé of Spider-Man from another parallel universe.