Appearing in 1st story
- May Parker
- Gwen Stacy
- Electro (Max Dillon of Earth-1610) (Illusion)
- Omega Red (Arkady Rossovich) (Illusion)
- Scorpion (Max Gargan) (Illusion)
- Prowler (Aaron Davis) (Illusion)
- Carnage (Cletus Kasady) (Illusion)
- Venom (Eddie Brock) (Illusion)
- Electro (Max Dillon of Earth-616) (Illusion)
- Lizard (Curt Connors) (Illusion)
- Green Goblin (Norman Osborn) (Illusion)
- Hammerhead (Joseph) (Illusion)
- Doctor Octopus (Otto Octavius) (Illusion)
- Hulk (Bruce Banner) (Illusion)
- Frederick Foswell (Named only)
- Spider-Man (Peter Parker of Earth-1610) (On-screen)
- God (Invoked)
- Alison Blaire (Named only)
- Spider-Men's Suits and Web-Shooters
- Mysterio Avatar
- Doctor Octopus' Tentacles (Illusion)
- Carnage Symbiote (Illusion)
- Venom Symbiote (Illusion)
- Goblin Armor (Illusion)
- Iron Man Armor
- Hawkeye's Suit
- Trick Arrows
- Goblin Glider (Illusion)
Synopsis for 1st story
Ultimate Mysterio assaults both Spider-Men who enter into the fray and start an all-out battle, however, Mysterio manages to distract them thanks to his holograms, which are a barrage of enemies from both Spider-Men. Peter recognizes the trick but finds out that these are very different illusions that the ones his Mysterio uses. Miles is subdued due to his lack of fighting experience and ends up unconscious after Mysterio self-destructs his avatar.
Miles wakes up with the Ultimates and Nick Fury on the scene. While Ultimate Iron Man tries to find out how Mysterio used such an advanced technology that goes beyond his knowledge, Miles notes to Fury that Peter got away. Fury tells Miles that he surely must be trying to find out on his own what happened to his Ultimate counterpart.
Peter went to the location where his apartment should be and finds out that is a grocery store. Once he enters and tries to talk to the dependant, he manages to stop a robbery attempt. The dependant lady talks to Peter about how the city still mourns the fall of the Ultimate Spider-Man and even lets him see her tablet to discover the news about his death and how his identity became public knowledge.
The next day, May Parker sees Gwen Stacy depart to school, when suddendly, Peter arrives. May and Gwen look in surprise and May begins screaming at him thinking he's a lunatic who's disrespecting the Ultimate Peter but then Peter unmasks himself in front of the women, leaving them in a state of shock.
• The ULTIMATE AMAZING SPIDER-MAN EVENT OF THE YEAR!
• Can both Peter Parker and Miles Morales defeat CLASSIFIED?
• Guest starring Nick Fury and the Ultimates!
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