Appearing in 1st story
- Ganke Lee
- Lana Baumgartner
- Jessica Drew
- Pepper Potts
- Kong McFarlane
- J. Jonah Jameson
- God / Lord (Yahweh) (Invoked)
- Alison Blaire (Named only)
- Liam (First appearance)
- Galactus (Galan) (Mentioned)
- Tony Stark (Mentioned)
- Chester Cebulski (Mentioned)
- Presidents of the United States of America (Mentioned)
- Miss America (Alexis Wineman) (Mentioned) (Topical reference)
- Peter Parker (Shadow only) (Identity unrevealed)
- Mary Jane's imagination Ultimates
- Mary Jane's imagination Spider-Man (Peter Parker)
- Mary Jane's imagination Iron Man (Tony Stark)
- Mary Jane's imagination Captain America (Steve Rogers)
- Mary Jane's imagination Thor (Odinson)
- Mary Jane's imagination Nick Fury
- Mary Jane's imagination Giant-Man (Hank Pym)
- Mary Jane's imagination Human Torch (Johnny Storm)
- Mary Jane's imagination The Thing (Ben Grimm)
- Mary Jane's imagination Spider-Woman (Jessica Drew)
- Mary Jane's imagination Hulk (Bruce Banner)
- Mary Jane's imagination Spider-Man (Miles Morales)
- Mary Jane's imagination Cloak (Ty Johnson)
- Mary Jane's imagination Dagger (Tandy Bowen)
- Nick Fury (Mentioned)
- Captain America (Steve Rogers) (Mentioned)
- Aunt May's imagination Spider-Man (Peter Parker)
- Aunt May's imagination Tarantula ("Peter Parker")
- Aunt May's imagination Beetles
- Aunt May's imagination Spider-Girl (Kitty Pryde)
- Aunt May's imagination Iron Spider
- Ray Parker (Mentioned)
- Mary Parker (Mentioned)
- NYPD (Mentioned)
- Gwen's imagination Knights
- Gwen's imagination Punisher (Frank Castle)
- Gwen's imagination Kingpin (Wilson Fisk)
- Daily Bugle (Mentioned)
- Kingpin (Wilson Fisk) (Mentioned)
- Miles' imagination Spider-Man (Peter Parker)
- Miles' imagination Spider-Man (Miles Morales)
- Peter Parker (Mentioned)
- Kitty Pryde's imagination Spider-Man (Peter Parker)
- Kitty Pryde's imagination Venom (Eddie Brock Jr.)
- Kitty Pryde's imagination Morbius
- Kitty Pryde's imagination X-Men
- Bobby's imagination mini-Ultimates
- Bobby's imagination S.H.I.E.L.D. (Mentioned)
- Bobby's imagination Daily Bugle (Mentioned)
Races and Species:
- Humans (Main story and imagination)
- Mutants (Main story and imagination)
- Asgardians (Imagination only)
- Radioactive Spiders (Mentioned)
- Birds (Imagination only)
- Symbiotes (Imagination only)
- Vampires (Imagination only)
- Mary Jane's imagination (First appearance)
- Aunt May's imagination (First appearance)
- Gwen's imagination (First appearance)
- Miles' imagination
- Earth-616 (Mentioned)
- Kitty Pryde's imagination (First appearance)
- Bobby's imagination (First appearance)
- LEGO (Behind the scenes) (Topical reference)
- Iron Spider Armors (Imagination only)
- Iron Man Armor (Imagination only)
- Captain America's Uniform and Shield (Imagination only)
- E.D.I. Bio-Mech Suit (Imagination only)
- Mjolnir (Imagination only)
- Giant-Man's Suit (Imagination only)
- Fantastic Four Uniforms (Imagination only)
- Spider-Woman's Suits (Imagination only)
- Spider-Men's Suits and Web-Shooters (Imagination only)
- Cloak's Cloak (Imagination only)
- Superior Spider-Man's Suit (Imagination only)
- Beetle Armors (Imagination only)
- Moon Knight's Suit and Boomerang (Imagination only)
- Daredevil's Suit and Billy Club (Imagination only)
- Cloak of Levitation (Imagination only)
- Eye of Agamotto (Imagination only)
- Punisher's Suit and Arsenal (Imagination only)
- Disintegrator Cane (Imagination only)
- Kitty Pryde's imagination Venom Symbiote
- X-Uniforms (Imagination only)
- Adamantium (On Wolverine's claws in imagination only)
- Glossary:Nova Force (Imagination only)
- Spider-Man's Spider-Signal (Mentioned)
- Enterprise (Mentioned) (Topical reference)
- Spider-Cycle (Imagination only)
- Spider-Copter (Mentioned)
Synopsis for 1st story
Exactly two years have passed since the greatest hero of all - Peter Parker - met his fate, sacrificing himself for the rest of the world. In order to commemorate the life cut too short that he was forced to live, Aunt May decides to plan a small get-together amongst the people closest to her late nephew in the house they once lived in, and sends the invitations out.
Miles Morales and Ganke get to the house on bus when Miles notices a small present Ganke has with him. He asks what it is, and finally gets Ganke to say that it is a Lego set that he intends to give to Gwen Stacy. Miles immediately protests, claiming he is too old for Legos and too young for Gwen, but Ganke is confident that nothing will go wrong. Mary Jane arrives at the house later and simply stands out in front of it. Her new boyfriend, Liam, asks what is wrong, and she says she has just realized that this is an important event, and that he probably shouldn't come. He agrees with her, kisses her on the cheek, and leaves. As MJ goes inside, it becomes clear by her expression that she does not like Liam and still desires Peter. Meanwhile, Firestar is going over to the get-together when Iceman sees her and stops her. Firestar says she somewhat does not want to go, since Peter's demise makes her sad. They go together when the Human Torch sees them and goes along with them. Due to the fire powers of two of the three, Iceman starts to melt and falls to the pavement below, though he says "I'm okay"!
As Miles and Ganke come into the house, Miles hugs May and talks with her a bit by saying that he feels weird being here considering that he never knew Peter personally, looking at Ganke the whole time. Ganke goes over to Gwen and gives her the present, saying that he saw they both liked something while screwing around on Facebook (what exactly it is is not revealed), and subsequently made the Lego for her. To everyone's shock, she kisses Ganke on the lips and takes it up to display it in her room while being congratulated by Bobby. The doorbell rings, and May opens it to find Pepper Potts outside. Apparently, Tony Stark was not able to make it to the get-together, but subsequently has delivered countless culinary items from a top chef in exchange, much to May's overwhelming. As everyone just stares at the food, the doorbell rings again, and Kitty Pryde comes in. She hugs Miles, and everyone talks about how she just received the Presidential Medal of Freedom. Gwen is relieved, as her defeating Galactus might mean that mutants finally get the credit they deserve, although Liz and Johnny are less sure. Kong then arrives, and Kitty immediately goes to talk to him. The others comment on how they haven't seen him in so long. J. Jonah Jameson then arrives, but immediately regrets coming and decides to head back to the city.
After finally finishing the meal, and awkward silence comes upon everyone. Mary Jane decides to bring up what Peter would be like if he was still alive. She decides to bring up a very vivid dream that she had involving such a scenario. After talking about her run-in with Nick Fury, she mentions how she imagines him being the greatest superhero in existence, leading the Ultimates 10 to 15 years from now.
Aunt May says that for a while, she hoped that he would eventually go back to science like his parents, but decided it was unlikely. Instead, she hoped he would merge the two loves, creating new ways to fight crime for both the police and other super heroes.
Gwen mentions that Peter was haunted by the fact that men like the Kingpin could escape justice because they were rich and connected, and reminisces that Peter used to say that he wished he was a full-fledged reporter so that he could use his life as Spider-Man to break stories other reporters couldn't, putting men like the Kingpin behind bars.
Miles imagines himself as Peter's sidekick and goes on to say that he did not know Peter all that well, but thinks about the fact that he got his powers before Peter died, and wonders what would have happened if he tried to take up the mantle before Peter's death, speculating that he might have become Peter's side-kick or intern and wondering what he would have called himself since there couldn't be two Spider-Men. He concludes by saying that if Peter was anything like the Peter he met, he would have loved to train under him.
Kitty Pryde imagines her life together with Peter, the two of them using their powers to fight crime together and eventually getting married and starting a life together. She chooses to keep this fantasy to herself however, telling the others that she doesn't think about what Peter might have become had he lived.
Bobby says that the superheroes Peter befriended in his life would go on to become the new Ultimates, and they will become really, really, really big superheroes, almost like celebrities.
Gwen finally decides that they should do a good deed in Peter's honour. Johnny wants a back rub, but everyone declines. Miles sees the food, and decides to give all the leftover food to a homeless shelter, which they do.
Everyone says goodbye to each other later and leaves. But while this is going on, someone that looks a lot like Peter is hiding in the bushes watching them...
• The world mourns on the anniversary of Peter Parker’s death
• A gathering of Spidey’s friends and foes reveal some shocking truths about Peter and his world
• One of the biggest surprise endings of the year!
- Miles’ thoughts of joining sides with Peter Parker would actually come true.
- The members of Spider-Man's team in Bobby Drake's imagination are a mix of the teams from the Spider-Friends of Earth-8107 and the S.H.I.E.L.D. Trainees of Earth-12041.