Peter couldn't believe his eyes. Standing right before him was Uncle Ben, who was alive and well.

"Cindy told me the story of what the great majority of Peter Parkers face," said Uncle Ben, looking at Peter. "You shouldn't blame yourself; what happened was not your fault."

"But it is our fault; we could have stopped the thief when we had the chance," said Peter.

"He's right," said Earth-1048 Spider-Man. "I mean, I didn't just fail you; I also failed Aunt May."

"It's easy to blame oneself in hindsight, but look at all the people you have saved," said Uncle Ben. "My death was a small price to pay to give rise to the greatest superheroes of all time, I would say, was worth the price. And it's safe to say that you've proven far better heroes than I could ever be."

"Yeah, what's with the wasteland outside?" Anya asked.

"And how are you still alive?" May asked.

"On this Earth, it was me that was bitten by a radioactive spider, and I became Spider-Man," Uncle Ben explained. "However, I cleared after my wife and nephew died. I was then approached by Ezekiel Sims, who offered me a place in this bunker, and I accepted. However, Doctor Octopus attempted to blackmail the world, which resulted in a nuclear war. I am now the last surviving man on Earth."

"Clearly, my counterpart was a fool," said Otto.

"Do you have to be so judgemental?" Gwen grumbled. "You're not perfect yourself, I know for a fact."

"Okay, let's not start a fight," said Annie.

"Why not? It was starting to get good," said Hobie.

"Not helping," said Earth-65 Gwen.

"At least we now have a safe place to formulate a plan," said Cindy.

"And Jess was able to give us these," said Spider-Man, pulling out containers. "But I have no idea what they are."

"Well, open," said MJ.

Peter opened the first container containing some sort of scroll but couldn't read the language.

"I can't make heads or tails of this," said Peter.

Otto looked over his shoulder and scoffed. "Spider-Woman is totally incompetent. She surrendered viable information with no way for us to translate it."

"I can," said Anya as she looked at the scrolls.

"How come you're the only one who can?" Felicia asked.

"Unlike most of you, I get my powers from genetics or radiated spiders," said Anya. "I got my counsel magical cult that worships the Master Weaver."

"This is ridiculous," Otto scoffed.

"What does it say?" Miles asked.

Anya began to scan the writing. "This appears to be some sort of prophecy. It says that Inheritors will lose to the Spiders unless they sacrifice those called the Other, the Bride and the Scion. By sacrificing them, they could wipe every single Spider from existence."

"Are we really going to believe this prophecy?" Otto asked.

"We can hardly take the risk," said Billy.

"Now everything starts to make sense," said Madam Web. "The Web of Destiny does certainly seem to indicate that it is supported by several pillars. The ones that Araña mentioned, you appear to be those pillars."

May's eyes widened. "My brother, he's one of them, isn't he?"

Madam Web nodded gravely. "I'm afraid so."

"We have to stop them before it's too late," said May frantically.

"May, calm down," said Annie. "Knowing these guys, I think they want to make a big celebration out of it, so that can take some time."

"Time that we can use to plan our next attack," said Otto.

"What's in the second container?" Miles asked.

Anya opened the second container containing a scroll she could translate. "This appears to be the life story of one of the Inheritors, who goes by the name of Karn."

"Do we have time to read about our enemy's biography?" Otto scoffed.

"Actually, it's worth reading," said Anya. "Because, according to this, he is not like the others, and we might be able to turn him over to our side."

"We can do that, which will be to infiltrate their stronghold much more effectively," said Peter. He then turned to Uncle Ben. "Will you join us?"

Uncle Ben shook his head. "You can use this bunker as your base, but no, I will not join you."

"Why not?" Peter asked.

"Because I gave up that life after I failed my family," he said, began to walk away.

However, Peter could not let him walk off and followed him.

"The Uncle Ben I knew wouldn't just give up," said Peter.

"I'm not your uncle, am I?" he said without looking at him.

"We may be from different Earths, but that doesn't make you less than my uncle," Peter argued. "I have a clone who I consider a brother, I have a clone of my daughter, but I still consider her my daughter."

"It sounds like you have a happy family," said Ben, looking back at him.

"I count myself fortunate that I have them," Peter nodded. "But can you really turn your back on all this knowing what we're up against?"

"I've already failed my family. If I protect them out, can I protect the world, let alone the whole multiverse?"

"You felt the world the moment you gave up," said a voice.

Peter turned and was surprised to see Otto had followed him.

"Look at me; I failed several times to beat my greatest enemy, but now I have finally succeeded," said Otto.

"From what I've been told," said Peter under his breath.

Otto looked at him. "What was that?"

"Nothing," said Peter. He then looked back at Uncle Ben. "As much as I hate to say it, Otto is right. Giving up is not the answer. It never is. Just look at what happened here when you gave up. Are you really going to make the same mistake again?"

Uncle Ben looked at him and smiled. "I could never say no to my nephew."

With that agreed, the next step of their plan was to convince Karn to join their side. They were to track him to Earth-3123, where it turned out that Aunt May had been bitten by the spider and called herself Spider-Ma'am.

They had arrived just in time, as Aunt May was willing to give herself up to protect her husband and nephew.

"Karn, don't do this!" Billy yelled.

Karn turned on them, and unlike the other inheritors, he wore a diving helmet. "This is what I meant to do."

"But it's not what you want to do," said May gently. "We know about your history."

"How? How can you possibly know?" Karn asked.

"That doesn't matter; what does is that you don't have to do what your family tells you to," said Gwen.

"But I must. I have no other choice."

"You have a choice; you could fight alongside us," said Pavitr.

"You're asking me to betray my family?" he said outraged.

"We know that your father blames you for the death of your mother and forces you to wear that mask," said Annie. "Why fight alongside those who consider you an outcast?"

"None of you can possibly understand!" Karn glared.

"You're right, mate, we don't," said Hobie. "But we also know that you wish to create rather than destroy. Even if you and your family succeed, will they treat you differently?"

Karn remained silent, which was in and say in itself.

"Karn, this may be our best opportunity to change things. Are you really going to pass that up?" Gwen asked.

Karn sighed. "I am getting sick and tired of being pushed around; maybe it's time I pushed back."

Everyone began to rendezvous at Earth-3145, where they had gained additional news regarding Ben's team.

"We found ourselves on Earth-802, which was under the thumb of one of the Inheritors, Jennix," said Jessica. "Upon further investigation, we discovered that it was their major cloning facility. They originally designed the place to clone other Spider-Man to devour."

"That's disgusting," said MJ.

"Well, he didn't work, no doubt, because they will just simply copies of the original," said Otto.

"I'm a clone myself, you know," Jessica glared.

"I'm guessing they repurposed it to allow them to clone themselves instead," Peter assumed.

"Yeah, that's right," said Jessica. "Ben was able to destroy the cloning facility but then sacrificed himself in the process."

"What happened to Kaine?" Gwen asked.

"He stole my transporter and disappeared; he was in a range," said Jessica.

Gwen looked at Peter. "You don't think he…?"

"I do," Peter sighed. "He was always rather protective of Ben."

"I can confirm that he has entered Earth-001," said Madam Web. "And I think we all know what he plans to do."

"He's going to get himself killed," said Annie.

"I wanted to follow him, but I thought it would be better to inform you guys what's going on," said Jessica. "It wasn't easy getting back. I had to use Ben's teleporter just to get here."

"That's probably a smart move," said Cindy.

"With the cloning facility now destroyed, they can't bring themselves back to life, which means this is a perfect opportunity to deal the final blow," said Peter.

"So what is our strategy?" Otto asked.

Peter turned to Miguel. "Miguel, have you and Lady Spider finished fixing up Leopardon?"

Miguel had teamed up with Maybelle Reily from Earth-803, a steampunk world. Leopardon was a giant mecha from Earth-51778, an anime universe. Sadly, the mecha was severely damaged when the inheritors invaded Earth-13.

"We still have some repairs; it's gonna take some time," said Miguel.

"Time we don't have," said May.

"We will keep working on it," said Lady Spider.

"And if you do get it working, meet us at Earth-001," Peter instructed.

"What are the rest of us going to do?" Otto asked.

"We're going to storm the Palace and take them completely by surprise," said Peter. He then turned to Gwen. "Gwen, if you have the opportunity, stab any of them with that special dagger of yours."

"Don't worry, I intend to," Gwen assured him.

"I thought killing was off the table?" said Otto.

"Strange that you're complaining about that now," Peter noted.

"Just saying that you made a big song and dance about not killing, and here you are telling one of your underlings to do it."

"First off, Gwen is a partner, not an underling, and second, we're only doing this to bring back the other Spiders."

"If you say so," said Otto.

"So your plan is to hit them hard and fast?" said Spider-Noir.

"More or less, but we also have to find Benji," said Peter.

"I was wondering when you were going to get to that?" said May.

"I may have a plan on how to catch them off-guard, but I'm gonna need some help with our piggy friend here," said Uncle Ben, looking down at Spider-Ham.

"You want my help, you got it," said Spider-Ham.

Uncle Ben nodded.

Peter then looked at Karn. "Can you get us into the Palace?"

"It shouldn't be a problem," said Karn.

"Then let's move out and remember that we only have one shot at this, so make it count," said Peter.

"Don't worry, we don't intend to mess things up," said May.

Cindy and Anya had already reached Earth-001 to help Jess, but the Inheritors located them by sensing Cindy. A battle ensued, and Cindy was captured, no doubt brought to the ritual chamber where Benji was located.

There was no time for half-measures, so they launched a full-frontal assault. Thankfully, navigating the Palace was easy, thanks to the plans that Karn gave them. They later discover that Kaine killed Solus, but Morlun killed him.

Most of the Spider-Army was busy keeping Verna and the twins, Bora and Bix, occupied. Everyone else followed Peter to the ritual chamber, where Morlun and Daemos were undoubtedly about to complete it.

Peter looked at Gwen as they ran. "Got that knife handy?"

"Got it right here," she said, holding it out.

When they entered the ritual chamber, they discovered that Morlun had difficulty completing it.

"Why isn't it working?" Morlun boomed as he knocked Peter to one side. "What am I missing?"

"Maybe a cheery disposition," said Peter.

"Which distracting me!" Morlun roared.

"You've already lost," said Cindy.

"Lost?!" Morlun laughed. "I have acquired everything needed. Your blood. The blood of the Other," He then turned towards the bundle containing Benji, "and soon the blood of this infant!"

As he reached for the blanket, a pig hoof suddenly struck him in the chin. He was taken aback to discover that it was not Benji in the blanket but Spider-Ham out of costume.

"What the?!" he stared.

"It's quite easy to pull a switcheroo when you're not paying attention," said Spider-Ham.

Peter smiled beneath his mask as the plan had worked. He distracted Morlun long enough for Uncle Ben to grab Benji and bring him home to his Earth.

"This cannot be!" Morlun roared. "Everything is unravelled!"

May then suddenly jumped in, grabbing a strange red crystal from Daemos. "Don't know what this is, but I gather it's very important."

"Let go of that crystal girl before you break it," said Daemos.

"You know, when you have the proportional strength of the spider, it's so easy to break things," said May.

Everything was going according to plan, but then Otto derailed it by killing the Master Weaver.

"Try performing your little ritual without your Master Weaver," said Otto.

Everyone stopped what they were doing and looked at him, horrified.

"You madman, you have any notion of what you have done!" Morlun yelled.

"Otto, this wasn't part of the plan!" Peter yelled.

Morlun went into a fit of rage, but Gwen then quickly jumped in behind him and stabbed him with her dagger. He instantly cried out in pain, and shooting out of his body was a massive surge of energy.

The rest of the Spider-Army managed to capture the rest of the Inheritors, apart from Karn, and thanks to a little jerry-rigging they did to their cloning facility, they have progressed into babies.

"I can't believe I'm saying this, but they are horrible," said Annie, taking one of them up. "Who's a cute little spider-eating vampire? Yes, you are."

"What are we going to do with them?" Peter asked. "I know some of us have children, but when I said I wanted a big family, this is not exactly what I meant."

"Yeah, I've got my hand for her baby brother," said May.

"And one kid is good enough for me," said MJ.

Fortunately, Spider-Ma'am offered to look after everyone, and soon, everyone began to return to the respected Earths. Uncle Ben had volunteered to stay on May's Earth, becoming something that no Uncle Ben had ever been before a grandfather.

Soon, the only ones left to go home were Billy, Miguel, Earth-65 Gwen and the Spiders of Earth-616. Unfortunately, Otto then began to mess with the web that belonged to the Master Weaver.

"Otto, what are you doing?!" Peter demanded.

"Changing my destiny," said Otto bitterly as he began cutting the threads.

"So you figured out, huh?" said Gwen.

"That I am destined to lose in my universe," said Otto. "How can I lose? I'm smarter, more resourceful, and far superior to any Spider-Man."

"He has no idea what he's doing," said Madam Web, who looked like she was having a massive headache. "He could easily unravel all of existence; we could blink out of existence in the blink of an eye."

"Then we need to stop them," said Peter.

Billy then noticed that the portals were beginning to fade. "We're losing the portals. If we don't jump now, we may not get back home."

"Miguel! Gwen! You should go now!" said Peter.

"We can't just leave you with this mess?" said Earth-65 Gwen.

"We can handle it. Just go back home," said Gwen, looking at her counterpart. "And Gwen, I know you're worried about your father and what he might do, but I'll let that fear swallow you. Unlike me, your father is still alive, and you should treasure that."

"It's now or never," said Miguel.

The two of them then jumped to their respective portals.

Peter led the others against Otto, and Gwen looked at the dagger she was still holding.

"If I stab with this dagger, it will be like he doesn't exist," said Gwen.

"But he's not just Otto Octavius. He's also Peter Parker," said Cindy. "If you stab him, what will happen to the real Peter Parker?"

"We may have no choice in the matter," said Madam Web. "His very existence is endangering everyone's lives; just look what he did to the Master Weaver."

"Then let's do it," said Peter.

Their attack to full force says they hadn't completely outnumbered it, and it was easy to hold him down. Gwen then moved in and stabbed him with the dagger; he yelled in pain and then disappeared.

"Did it work?" Peter asked.

"It did," said Karn.

They turned around and saw that Karn had replaced the Master Weaver. As it turned out, the Master Weaver had, in fact, been his older self, and now he had taken his place.

"So this entire thing was a massive time loop?" Peter groaned.

"When it comes a time, it's probably best not to think about it; it never makes any sense," Madam Web advised.

"I can now maintain the Great Web," said Karn. "However, I regret to inform you, Billy Braddock, that your Earth no longer exists."

"Damn, incursions," said Billy.

"We are truly sorry, Billy," said Cindy, touching his shoulder.

"So what happened with Otto when I stabbed him?" Gwen asked.

"That is an interesting question," said Karn. "Normally, when one is stabbed by that dagger, they cease to exist. However, since Otto Octavius was in control of his body that, Earth's Peter Parker still exists, but Doctor Octopus never came into existence."

"So what does that mean for that Earth's Peter Parker?" Gwen asked. "Does that mean Otto never took over his mind."

"And if the Superior Spider-Man existed, how do we still have memories of him?" Peter asked, confused.

"The Web was damaged at the time, so we still have memories of him. Even if he did not exist, his actions in the multiverse still exist as well," said Madam Web.

"I can assure you that Peter Parker also exists in the universe, but not as Spider-Man," said Karn.

He then showed them an image on the web that showed Peter Parker as just ordinary. The thief broke into his house and shot his leg, paralysing it. There was also no sign of Doctor Octopus, but Cindy on Earth became its primary Spider-totem.

Despite his leg being paralysed, Peter Parker still helped Cindy, providing her with gadgets. Strangely, he was hanging out with Flash and his gang and didn't miss his first date with MJ. As the scene changed, they saw Peter also earning his doctorate, marrying MJ, and creating his own company. Additionally, his Uncle Ben was alive and remained a part of his life from then on.

"Looks like we also helped him get his happy ending," Gwen smiled.

"Indeed, but I think we have overstayed our wealth and that it is time for us to go home," said Madam Web.

Peter looked at Billy. "What are you going to do?"

"Help protect the multiverse; I need to check whether all the Spiders have been restored," said Billy.

"Do you have some room for one more on that journey?" Anya asked.

Billy smiled. "I would appreciate the company."

Everyone soon returned back home and made their separate ways. Peter was pleased that Kaine had returned to life but still chose to skip town rather than stay in New York.

When Peter got back home, he was immediately jumped upon by both May and April.

"We missed you, Daddy!" May cried.

Peter laughed as he picked himself up. "And I missed you two as well."

"I take it that you were able to save the multiverse?" said Ben, chuckling.

Peter then began to explain everything that had happened during his adventure, and everyone just listened.

"You really do have some of the most craziest adventures," said Teresa.

"I wish I met the grown-up me," said May, looking slightly disappointed.

"At least there was another you in this adventure," said April, looking equally disappointed.

"I'm pleased you made it back," said MJ. "But promise me no more wild adventures until the baby is born."

"Hey, it's not like I chose this life," said Peter.

"This proves one thing; it shows that you can lead," said Ben.

"I had some help," Peter pointed out.

"I don't think anyone can survive this world alone," said Teresa.

"I guess so, but boy, am I glad to be home," said Peter.

"As I, because we still have a lot to sort out before this middle one comes into the world," said MJ, rubbing her stomach.

"Don't worry, I don't plan on going," Peter promised.

He then approached her and kissed her.