Miles Morales (Ultimate Universe)

## Miles Morales

(Ultimate Universe)

* Miles Morales
* Kid Arachnid
* Lizard
* Pirate

**Miles Morales** is a teenage superhero from the Ultimate Universe. He was bitten by a genetically-altered spider, giving him spider-like abilities. He took over the mantle of **Spider-Man** after the death of his world's Peter Parker.

As of Season 4, he is currently living in the original universe where that world's Spider-Man is still alive. In his time in the other world, Miles took the name **Kid Arachnid**, without confusing his alter-ego with the original Spider-Man and becomes a member of the Web-Warriors of the main universe. He ultimately chooses to stay in Peter's universe after his mother chooses to accompany him and Spider-Gwen succeeds him as the hero in the Ultimate Universe.

## Personality

According to himself, he was afraid to help his world's version of Spider-Man after getting his power. He felt immense guilt after seeing him die. Miles soon became a hero, after accepting the responsibility of the job.

When meeting the alternate Peter, he confided his fear and saw his point of it being okay to be scared. Miles also overcame his fear to protect the alternate Peter from meeting the same fate as his counterpart when the Ultimate Green Goblin attacked him.

Miles gets excited by things he deems interesting such as when using a codename, meeting other universes' versions of Spider-Man and visiting other universes.

Since settling in the main universe, Miles has become attached to the Web-Warriors whom he saw as a surrogate family. He also embraced taking up the name Kid Arachnid to differentiate from Peter. After reuniting with his mother and defeating defeating Wolf Spider, Miles made the decision to stay in Peter's universe after his mother comes with him.

## History

### Early life

Miles Morales exists in an alternate reality in which Peter Parker died in battle against the Ultimate Green Goblin. Miles witnessed the event but having received his powers just before the incident was unable to help and felt guilty ever since.

Miles became the new Spider-Man and presumably his parents were aware of this, since his mother, Rio Morales, knew his identity.

### Season 3: Web-Warriors

#### The Spider-Verse: Part 3

When Green Goblin uses the Siege Perilous with Electro as it's power source to open gateways to universes parallel to their own, Spider-Man follows his arch-nemesis to the 2099 Universe, the Gender Flipped Universe, the Noir Universe, the Larval Universe, the Medieval Universe before heading to the Ultimate Universe. There he finds the Ultimate Spider-Man. He attacks the Ultimate Spider-Man and realizes that this Spider-Man is small and hard to catch. The Ultimate Spider-Man becomes confused and tries to remind him that he was big and scary but Green Goblin throws pumpkin bombs at him but misses. The Ultimate Spider-Man sees Green Goblin's Spider-Man (who managed to get to the Ultimate Universe with the help of Merlin) and this gives Green Goblin the advantage to knock him out. Green Goblin is about to collect his DNA until the Ultimate Green Goblin attacks and battles him. This gives Spider-Man enough time to get the Ultimate Spider-Man to safety. After waking up, he believes that he hit his head hard when seeing Spider-Man who looks like his Spider-Man. However, when Spider-Man takes his mask off, he believes the Ultimate Spider-Man is another Peter Parker. The Ultimate Spider-Man is confused by all this and asks if he's dead. Peter himself is confused until the Ultimate Spider-Man takes his mask off to reveal what he looks like much to Peter's shock. After introducing himself, he asks if they're not dead and thinks his parents will kill him. Peter is confused at meeting a young Spider-Man with Miles correcting him that he's thirteen going on fourteen. Peter apologizes for the confusion and reveals that he's from an alternate universe with Miles accepting the answer and reveals about knowing Green Goblin's entire plan. Peter is amazed by him catching on quick and asks why he thought they were ghosts and Miles asks if he doesn't know what happened to the Ultimate Peter Parker. He then takes Spider-Man to the graveyard to the tombstone on the Ultimate Peter Parker and this shocks Spider-Man so much.

The Ultimate Spider-Man reveals about Ultimate Peter Parker's sacrifice and guiltily believes that he could've saved him but was scared and didn't do anything and regrets it. Spider-Man tries to reason that he can't think like that but the Ultimate Spider-Man argues that he can do things himself and Spider-Man reminds that he wouldn't be here if he jumped in. The Ultimate Spider-Man then reveals when he got his power, he was inspired by responsibility and doesn't know if he has it in him. Spider-Man reasons that there's nothing wrong with being scared but before he can reason any further, they since danger and avoid the Ultimate Green Goblin ambush (sue to smelling out the Ultimate Spider-Man). The Ultimate Spider-Man then reveals that the Ultimate Green Goblin is much scarier than his Green Goblin with Spider-Man agreeing with him. The Ultimate Green Goblin believes it to be a good day to crush both of them and attacks his Spider-Man. He throws the Ultimate Spider-Man into a grave and Spider-Man manages to save him. He then Spider-Man by slamming him into a tree with Spider-Man telling the Ultimate Spider-Man to leave. While the Ultimate Green Goblin fights Spider-Man, Green Goblin attacks Miles. He throws pumpkin bombs but misses him. He uses his bat gadget to knock Miles down and it collects his DNA. He then decides to leave but Spider-Man webs up his eyes and steals the gadget with the DNAs. Green Goblin tries to get it back but the Spider-Men play the game of "Keep Away" before the Ultimate Green Goblin interferes by knocking Spider-Man into Green Goblin. The Ultimate Green Goblin picks his counterpart up and tells him that only *he* has the right to crush Spider-Man before throwing him away. The Ultimate Green Goblin resumes fighting his counterpart's Spider-Man which gives his counterpart time to retrieve the Spider-Men DNA and escape (also finding out the identity of his Spider-Man). The Ultimate Green Goblin continues to beat Spider-Man up and is enjoying it. Before he can kill Spider-Man, the Ultimate Spider-Man, not wanting to let Spider-Man die like Ultimate Peter Parker did, interferes by shocking him with his venom blast and saving Spider-Man. Spider-Man asks about the venom blast which the Ultimate Spider-Man asks about him not having it. The Ultimate Green Goblin tells them that they are not leaving alive before asking which of them wants to be destroyed first. The two work together with Spider-Man using his webs to bring the Ultimate Green Goblin down and the Ultimate Spider-Man kicks his head and uses his venom blast on him. He blasts fire at them before chasing them. They are able to web up his arms to make him fall before he breaks out of them but get shocked by Spider-Man's taser webs and the Ultimate Spider-Man kicks him down. Spider-Man uses his webs to bring a tree down on him but the Ultimate Green Goblin recovers fast and blasts the tree off him. Spider-Man and the Ultimate Spider-Man start swinging around him to distract him while he claims that while they grow tired, he grows stronger. He gets shocked by again by Spider-Man's taser webs and the Ultimate Spider-Man uses his webs to help bring his Ultimate Green Goblin down to the ground. He is defeated when they both use their webs on him to trap him. They then high-five each other. After catching up with Spider-Man's Green Goblin who is heading back to the main universe, the Ultimate Spider-Man is glad at meeting Spider-Man. Spider-Man then reasons that he may have not saved Ultimate Peter Parker but he saved him. He then reasons that it's okay to be afraid and the Ultimate Spider-Man guesses that he shouldn't let fear get in the way of what's right. The Ultimate Spider-Man then tells Spider-Man to leave and to not worry because he'll be just like him but Spider-Man tells him that he as himself is just fine.

#### The Spider-Verse: Part 4

Later, Spider-Man, Green Goblin and Electro return to their universe and back to the sunken S.H.I.E.L.D. Helicarrier. However, it is revealed that Green Goblin had collected Spider-Man DNA to enhance his powers to make himself unbeatable. However, this turns him into an arachnid-like goblin monster and renames himself as **Spider-Goblin**. Realizing that he is unable to beat his arch-nemesis, Spider-Man uses the Siege Perilous through Electro to open a portal that summons all of the alternate Spider-Men to his universe, forming the "**Web-Warriors**" (consisting himself, Spider-Man 2099, Spider-Girl, Spider-Man Noir, Spider-Ham, Spyder-Knight, and the Ultimate Spider-Man). Spider-Ham jokes about an explanation with the Ultimate Spider-Man joking about the explanation being the best day ever. Spider-Goblin believes that there can only be one spider and that he is it but Spider-Man kicks him and thanks Electro. Spider-Goblin angrily threatens to kill Electro for his betrayal but Spider-Man saves him and webs up Spider-Goblin’s face. Spider-Man greets his counterparts and guesses that they know why he called them and Spider-Girl reveals that they know because they have to stop Spider-Goblin. Spider-Goblin rips the web off and spits acid spit at them all but they all dodge. Spyder-Knight points out that Green Goblin was monstrous before but has now become a beast beyond imagining. They prepare to fight Spider-Goblin with Spider-Man pointing out to not let him *tag* them with his web and acid spit. They battle Spider-Goblin but he beats them all while revealing that no matter how many of them there are; he is bigger, faster and stronger. At one point, the Ultimate Spider-Man and Spider-Girl use their webs on his extra spider arms in an attempt to tie around im but bump into each other with both telling the other to watch where they're going. Spider-Goblin then starts beating Spider-Man down but the Web-Warriors prevent him with Spider-Man Noir pointing that if they can't beat him, they can at least blind him. They all web up his face and this gives Spider-Man and them time to escape. Spider-Ham asks what their next plan is with Spider-Girl believing that they're running away before Spider-Man reveals that they aren't because he has a plan but just needs more room to defeat Spider-Goblin.

They make it to another part of the Helicarrier with the energy source. They all try to hide until their senses go off and they discover that Spider-Goblin has quickly caught up with them and ambushes them. They battle him and at one point, Spider-Man 2099 and Spyder-Knight use their webs on Spider-Goblin's extra spider arms to hold him before the other Web-Warriors start hitting him. Spider-Goblin starts fizzing with electricity and breaks Spider-Man 2099 and Spyder-Knight's webs off before they fire more on him. Spider-Man notices this and tells the Web-Warriors to hold him down. He then uses Electro to reverse the effects of the serum which transforms Spider-Goblin back into Norman Osborn. The victory is short lived when Electro is finally free from the Siege Perilous. He threatens Norman but Spider-Man prevents him before Electro reveals that he has the power of the Siege Perilous. He then uses his powers to start changing the Helicarrier but Spider-Man and the others are able to escape with Norman out through a hatch and onto the main land. They discover that Electro has turned the Helicarrier into a giant robot with Electro deciding to not kill Norman but them instead. Spider-Man hopes that they are all in for a fight because all their worlds are at stake. Electro thanks them for giving him enough power from the Siege Perilous and proceeds to crush them but they dodge. However, Electro changes his mind and proceeds to fly out and destroy the city. The Web-Warriors meet up on a roof and Spider-Man Noir asks what their next move is. Spider-Man reveals that he doesn't know what to do anymore but Spider-Girl tells him to snap out of it with Spider-Man 2099 pointing out what he did in their worlds by making a difference, that it's time to do it again but in the here and now. Spyder-Knight points out that he is still Spider-Man and Spider-Ham reveals that they won't let him give up. Encouraged, Spider-Man realizes that he can't think about himself and to think of others first. He points out that they have to take Norman to the nearest hospital and save the day like they always do. Spider-Man asks how they wonder why supervillains wind up with a giant robot and the Ultimate Spider-Man jokes that he doesn't know but it's always a good sign when they're going in the opposite of a screaming crowd. Electro terrorizes the city until the Web-Warriors arrive. Spider-Man tells them to tie the robot up and slow it down because they can't allow Electro to use it to fry the city. They all tie him up but Electro uses his powers to break the webs and fire missiles at them. They all manage to dodge them all and destroy the missile launchers. Electro then decides to have the robot self-destruct and flies up to the tallest building. Spider-Man 2099 realizes that if Electro has set the Helicarrier's engines to overload, they are in a complete melt down which makes the others worried. They then plan to distract Electro while Spider-Girl (and Spider-Ham) enter the Helicarrier to deactivate the self destruct sequence. While the Spider-Girl enters the robot, the other Web-Warriors manage to get Electro out to fight them while refusing to listen to reason. Electro then uses his powers to shock the Web-Warriors down. However, Spider-Man defeats Electro and strips him of the Siege Perilous's power.

The Web-Warriors meet up and Spider-Girl and Spider-Ham reveal that they couldn't stop the self-destruct but have set it to enter space. The robot flies into space and explodes, thus saving the city. Spider-Man reveals that the Siege Perilous has enough power to send them back home and it opens six portals to take them back to their own dimensions. Spider-Man thanks them helping him save his universe. The Ultimate Spider-Man watches as the other Spiders thank Peter for all he did for them and for making them believe and that he also made them "better Spideys". The Ultimate Spider-Man agreed with them before he and the others proceed to go back to their dimensions.

### Season 4: Ultimate Spider-Man vs The Sinister 6

#### Miles From Home

A while later, the Ultimate Spider-Man saves a Daily Bugle Communications helicopter from catching and just as he leaves for a very important date, the Ultimate Green Goblin ambushes the Ultimate Spider-Man by blasting fire on him before grabbing him but the Ultimate Spider-Man zaps his hand to let go so that he can fall to the ground while he lands on a pole. The Ultimate Green Goblin claims that he has already killed one Spider and that he can't wait to kill another with the Ultimate Spider-Man jokingly thinking about all the other supervillains that want him dead before managing to avoid being blasted by fire. Before they can continue fighting, a portal appears in front of the Ultimate Green Goblin and transports him to the main reality. He calls out for the Ultimate Green Goblin and wonders why his battles can't always end like that. After getting a tres leches cake, he returns home. He startles his mother who points out that she is still not used to his powers. Miles apologizes and tells her that there is something in a pink box in his hands that she's interested in. He opens it to reveal that he bought a tres leches cake, which makes her excitedly happy due to it being her favorite. Miles tells her that "The best mom in the world deserves the best cake in the world" and wishes her happy birthday with her giving him a kiss on the cheek. Rio reveals that she saw him on the news today and that the Ultimate Green Goblin looked so dangerous. Miles reasons that she knows that *he* has to do this and that it's kind of *his* responsibility.

While looking at the family photo, she reveals that his father used to say the same thing, that he always helped everyone else before helping himself. Miles reveals that he knows and reveals that *he* will finish the vacuuming for her with her protesting that she's almost finished but he points out that it's her birthday and to help herself to some cake. Just as he's vacuuming, he is startled but happy to see Spider-Man in his universe again. He then asks how he found his home, Spider-Man reveals that he used "ancient technology called the phone book". Miles is happy that Spider-Man defeated his Green Goblin until Spider-Man reveals that Doctor Octopus (whose appearance was changed by nanobots to looking like a ninety year old man and configured into a life supporting armor) along with Doctor Strange's nemesis and HYDRA member, Baron Karl Mordo are using the Siege Perilous to transport the Ultimate Green Goblin to their world who is now destroying reality. Miles is surprised that's where Goblin went and Spider-Man tells him that he's got to come with him but Miles protests that it's his mother's birthday until he sees the portal and how reality is getting destroyed which confirms that Spider-Man needs him. Miles agrees to help him but must also go back to his universe because he won't miss his mother's birthday. They both enter the portal and return to the main universe, only to find that the Ultimate Green Goblin is attacking Doctor Strange. They use their webs to prevent him from destroying Doctor Strange but he grabs their webs to pull them toward him and punches them away. While the Ultimate Green Goblin battles Baron Mordo, the Ultimate Spider-Man asks if they can let them fight among themselves but Spider-Man reveals that the Siege Perilous can destroy the world in any of their hands which is why they must send him and the Ultimate Green Goblin back to the Ultimate Universe. Injured, Doctor Strange agrees with him and the Ultimate Spider-Man reveals that he knows what it's like being hit by the Ultimate Green Goblin Doctor Octopus attacks him but the Ultimate Green Goblin flies away. Doctor Octopus grabs him and slams him to the ground to let go of the Siege Perilous. Believing his time has come; Spider-Man and Miles gain possession of the Siege Perilous and get into the game of "Keep Away". During the fight over the Siege Perilous, Doctor Octopus is surprised by Miles who comments that Spider-Man's Doctor Octopus is way old. The Ultimate Green Goblin interferes and gains possession of the Siege Perilous. While trying to hit the Ultimate Spider-Man, he hits a brick wall and discovers that it is creating black holes due the blunt force of the Siege Perilous.

Doctor Strange reveals that blunt force from the Siege Perilous is puncturing holes in their reality with the Spider agreeing with him. When the Ultimate Green Goblin starts making black holes, Spider-Man tells the Ultimate Spider-Man that he will be late for his mother's birthday party and that he did not bring him to watch the main universe get destroyed and the Ultimate Spider-Man agrees with him. While attacking Spider-Man and the Ultimate Spider-Man, he claims that not only can he destroy Spider-Man but he can also destroy his world. While Doctor Octopus and Baron Mordo fight the Ultimate Green Goblin, Spider-Man points out to Doctor Strange that the Ultimate Green Goblin was strong before he became invincible. Doctor Strange reveals that he can't be harmed while holding the Siege Perilous but it can be destroyed by an energy surge. The Ultimate Spider-Man agrees to do it but Spider-Man points out that he will be trapped in the main universe and decide to get it from him. The Ultimate Green Goblin chases Doctor Octopus around and catches him but Spider-Man saves him by distracting him. Spider-Man uses a web on him but the Ultimate Green Goblin brings him down and pins him to the ground. The Ultimate Spider-Man tries to use his web to get the Siege Perilous but the Ultimate Green Goblin prevents him. Baron Mordo orders him to cease the attack but the Ultimate Green Goblin punches him with the Siege Perilous and it supposedly destroys him. Spider-Man attacks him but the Ultimate Green Goblin grabs him and prepares to destroy him. The Ultimate Spider-Man uses his venom blast to shock his hand. Spider-Man still refuses to let him be trapped in the main universe but the Ultimate Spider-Man reveals that others come first and he learned that from watching his father. The Siege Perilous shows other worlds with Miles seeing his mother before he destroys it and the force of the Siege Perilous's destruction blasts the Ultimate Green Goblin off the roof and into the sewers. Spider-Man saves the Ultimate Spider-Man from falling off the roof. Spider-Man is shocked by this sacrifice and the Ultimate Spider-Man points out that that's what all Spider-Men do. However, Doctor Strange believes that there is enough residual dimensional energy to send Miles back home.

Unfortunately, Rio and Miles see each other but Doctor Strange cannot bridge their worlds and reveals it to be nothing but a window which he cannot hold. Rio asks where he is but Miles apologizes because someone's in danger with Rio assuring him that it was his responsibility to help. Miles tells her that he doesn't know how yet but he will find a way to get back to her. Rio assures that she knows he will and bids Miles farewell before the window disappears. Miles is saddened by this but Spider-Man takes him to the Triskelion/S.H.I.E.L.D.'s Academy to be his new home until they can find a way to send him back to his own home. When asked about how and why it is being rebuilt, Spider-Man reveals that Doctor Octopus and HYDRA attacked it (which resulted in the S.H.I.E.L.D. Tricarrier turning into HYDRA Island and Nick Fury going into hiding). Spider-Man takes him to the training room and introduces him to the new "**Web Warriors**" (consisting of Agent Venom, Iron Spider, and Scarlet Spider). When asked by Scarlet Spider where he got the Ultimate Spider-Man. After getting confused introductions, Spider-Man explains who he is and that he will be trapped in their universe temporarily. They then welcome him into the team.

#### Iron Vulture

The Ultimate Spider-Man is on patrol with the team while struggling to come up with a hero name in order to differentiate from Spider-Man . However, he struggles to come up with a proper and decent name like "**Pesticide**", "**Daddy Long Legs**" and "**The Tangled Web**" when Spider-Man and Agent Venom keep turning those names down and Scarlet Spider getting annoyed by the jokes. They then discover the villain who tripped the alarm at the docks was Batroc the Leaper and the Ultimate Spider-Man goes off to face him. The Ultimate Spider-Man appears to him which confuses Batroc who demands to know who he is. The Ultimate Spider-Man jokes about the name "**Captain Tangled Web**" striking fear into his heart. After joking around, he asks Batroc where he stands and Batroc angrily reveals that he does not stand but leap. Before the Ultimate Spider-Man can comment on anything, Batroc attacks him by kicking at him towards the craters but keeps missing. The Ultimate Spider-Man claims that he is a joke which makes Batroc push a button on his arm which changes his costume and appearance into an armored costume thus revealing that Doctor Octopus has upgraded him and that he is one of the recruits for the new Sinister Six. He kicks at the crate but the Ultimate Spider-Man moves. They continue fighting until the Ultimate Spider-Man slide kicks him down and before he can shock him, Spider-Man uses his webs to prevent him (due to him being overprotective of the Ultimate Spider-Man). Spider-Man claims it to be too dangerous and decides to take on Batroc. Batroc fights Spider-Man until he kicks him while remarking that he shall "take it". While walking to the Ultimate Spider-Man, he asks if he wants a name and decides "Squished". While not looking and laughing, he discovers that the Ultimate Spider-Man has disappeared and turned invisible. The Ultimate Spider-Man uses one of Batroc's mechanical legs to throw him down while revealing his invisibility power and his stingers. He then proceeds to shock Batroc into unconsciousness. Spider-Man asks if he's okay but Scarlet Spider angrily tells him that he's fine and the Ultimate Spider-Man agrees with him. Spider-Man defends himself about him and the others knowing about the HYDRA power-ups but Agent Venom and Scarlet Spider disagree. They then congratulate the Ultimate Spider-Man before taking Batroc to prison. Spider-Man apologizes but the Ultimate Spider-Man berates the former for nearly getting him hurt by Batroc. Spider-Man then invites him for pizza with the Ultimate Spider-Man making a joke about not knowing about pizza before revealing that he was joking.

After getting pizza, Peter decides to take Miles to meet Harry Osborn at the Osborn penthouse which worries Miles. They play a snowboarding game and after Miles demonstrates a jump, Harry is amazed by him and asks where he met him in which Peter sarcastically replies that he's good at video games because he's good at pushing buttons. Harry asks him if he's ready for "battle mode" which confuses Miles and Harry demonstrates by having his game character throws snowballs at Miles' game character which makes Peter correct Miles about there being "battle mode". Miles beats Harry in the game in which Harry congratulates him but reveals that he will get "schooled" when the record holder gets back and Miles asks who it is. It is revealed to be Norman who returns from work. Miles is still worried about Norman but Peter assures him that Norman is fully cured of being the Green Goblin. Norman asks Miles if he wants to try for the game record after learning that Miles beat Harry. Norman beats Miles in the snowboarding game which keeps his record safe (due to him having been using his Goblin Glider for a few years) with Harry revealing that he knew he had Miles the whole time. Norman thanks the boys for coming over because it's good to have a normal night and discovers that pizza was brought. They then hear a screech in which Harry believes to be a sick bird. They are interrupted by the arrival of Vulture who is in HYDRA Armor. He reveals to Norman that Doctor Octopus sends his condolences on his passing. He uses a sonic screech to make part of the roof collapse on everyone but they dodge it. Norman orders the boys to get to the safe room but Vulture follows them. Miles asks why they aren't fighting back with Peter telling that they can't let the Osborns or Vulture know of their identities. Peter and Miles argue about who protects who before Vulture threatens to use his sonic screech on them while claiming that there won’t be another time and for what it's worth, he is sorry. He uses his sonic screech but the boys duck before Norman in the Iron Patriot Armor arrives and saves them. He tells Vulture that Doctor Octopus can threaten his life but his son will always be protected by him and blasts Vulture before fighting him. Peter and Miles argue about who goes with Harry to the safe room and who calls for help until Harry breaks it up by telling them that *all* of them should get to the safe room before calling for help. Harry takes them to the safe room which he reveals to be made of vibranium alloy but Peter and Miles leave while Harry gets locked up. Miles argues about getting sidelined again like with Batroc and Peter defends that he needs someone to protect Harry but Miles points out that he's been spider-Man for a while and that they must work together. They change into the Spider-Man costumes and proceed to fight Vulture who is gaining the upper hand against Iron Patriot. Unfortunately, the Ultimate Spider-Man arrives and saves him with Vulture confused about who he is having never met him before. The Ultimate Spider-Man then claims to be "**The Heroic Fan**" which makes Vulture comment that it’s a pitiful name before swooping at him but Spider-Man blasts web at him. He then jokes about Vulture sonic screaming originality. Vulture reveals that Doctor Octopus knew he wouldn’t resist showing his face before using his sonic screech at him Spider-Man kicks him and reminds him that Doctor Octopus experimented on him and that he hates him before asking why he should work for him. Vulture reminds him that he doesn't like being a vulture mutant and asks if he thinks that he wants to destroy life. Spider-Man tells him to let him and S.H.I.E.L.D. help but Vulture refuses, believing that S.H.I.E.L.D. could never give him his memories and believes that Doctor Octopus can if he does what he says. Spider-Man tries to tell him that Doctor Octopus is a liar and that it's not too late but Iron Patriot believes it to be too late and punches him down to the halls of Oscorp Tower with the sculpture falling on him. Iron Patriot comments that one good thing to come out of all of this, he never liked the sculpture.

Spider-Man tells Vulture to take them to Doctor Octopus to get his memories back if he has them but Vulture reveals that he doesn't have to and he signals Doctor Octopus who arrives. He tells Vulture that he did the correct thing in signalling him and that he can send anyone to destroy Norman but Spider-Man and his "**Kid Arachnid**", he wants to destroy personally. Hearing this, Miles then decides to name himself Kid Arachnid because it fits him, which Spider-Man agrees with. Kid Arachnid thanks Doctor Octopus for giving him a new name before kicking him and Iron Patriot knocks him down. Doctor Octopus tells Vulture that he is stronger than Norman and that his memories are stored in Iron Patriot's database. He orders him to aid him in his destruction and they will have access which makes Vulture use his sonic screech to blast blocks onto the three. Spider-Man tries to push a block off him but Doctor Octopus pins it on him before he orders Vulture to help him end it. Spider-Man yells at Kid Arachnid (who is camouflaged) to not do it making Doctor Octopus ask him if he is dim and if he is so desperate. Vulture sees Kid Arachnid and kicks him away from Doctor Octopus. Kid Arachnid becomes angry at Spider-Man for not letting help with Spider-Man defending that it was too risky but Kid Arachnid disagrees. Before Vulture can end the spiders, Harry arrives in one of his father’s iron armor suits and now calls himself "**Patrioteer**" to help fight Vulture. This makes Kid Arachnid joke about him being a hero for almost two seconds and already has a hero ego. Spider-Man disagrees with Harry controlling the armor but Kid Arachnid points out that without him, they would've been destroyed. Spider-Man argues that he's not trained like them and they must protect him. Doctor Octopus is surprised by Patrioteer but claims him to be nothing and that he will eliminate all of them. He pushes the HYDRA symbol on his armor to call an Octobot to the battle. They battle and defeat the Octobot while Patrioteer fights and defeats Vulture and Norman makes Spider-Man see that Miles like Harry should be given the freedom to protect himself. After Vulture finds that his memories were not in the Osborn database, he attacks Doctor Octopus. Unfortunately, Doctor Octopus uses his nanobots to infect Vulture’s armor with nanobots, turning it black and mind controlling him. He tells Vulture that he is no longer a person but only a weapon that he wields and orders him to eliminate Spider-Man. Spider-Man tries to reach out to him but Doctor Octopus tells him that Vulture is not in there anymore and because he defied him many times, he took his free will away. Kid Arachnid saves Spider-Man who allows him to save him from being eliminated by Vulture and Patrioteer stops Doctor Octopus from escaping and before Spider-Man allows Kid Arachnid to defeat him. Kid Arachnid jokes about Doctor Octopus tangling with the wrong group and accepts his new ego. Before Vulture loses his free will, he manages to tell Spider-Man that Doctor Octopus has a spy in S.H.I.E.L.D. Academy and hints that it is a "spider" before escaping.

Doctor Octopus is then taken prisoner to the Triskelion. He tells Spider-Man and Kid Arachnid that this is a setback for his genius and reminds Spider-Man about the last time he tried to contain him. Spider-Man tells him that he does remember but they redesigned it and added tighter security. The two are then alone where Spider-Man apologizes to Kid Arachnid for being overprotective and Kid Arachnid forgives him before asking why he would step in front of him in battles. Spider-Man then reveals that ever since he brought him to the main universe, he had stranded him from his home, family and friends but Miles assures him that it's not his fault. Peter reveals that he rushes into battle and that he wants to get him home in one piece but Miles reminds him that he watched his Peter Parker get killed and he didn't want him to suffer the same fate. The two agree to work together without being over-protective. The two then decide to gather up the rest of the spiders to find the spy that Vulture hinted.

#### Lizards

The Web-Warriors are searching for the spy in the Triskelion and are in the training room with Spider-Man's Classic Team and the New Warriors to smoke out the traitor whom they believe is not a "spider". S.H.I.E.L.D. agents, Leo Fitz and Jemma Simmons announce the new upgrades to the training room until everything becomes activated. The Web-Warriors interrogate their teammates with Kid Arachnid interrogating Triton by asking him about having aquatic buddies and if he knows any "Octopus" buddies much to Triton's confusion which proves that he is not the spy. After the training ends for a second, a S.H.I.E.L.D. robot attacks everyone by using lethal force. The classic team and New Warriors try to help Spider-Man but the Web-Warriors prevent them but Spider-Man makes them stand down until Rhino destroys the robot. Fitz, Simmons and Dr. Curt Connors apologize for the glitch but Iron Spider is able to figure out that the robot was re-programmed by the spy to destroy Spider-Man. Spider-Man tells the Web-Warriors to not jump to any conclusions and has three of them go to find out from their other teammates while he and Iron Spider go interrogate Fitz and Simmons. They prove to be innocent until a tranquilizer robot starts to attack them causing the four to leave the lab. The Web-Warriors arrive with Kid Arachnid remarking about their investigation going "smoothly". After being asked for any luck, Kid Arachnid reveals that there hasn't been any and guesses that if the spy was involved with that attack in the lab, then he covered his tracks well. Iron Spider reveals that the learned that Dr. Connors was the last person to handle the tranquilizer robot and begins to suspect that it was him due to him having been the "**Lizard**" before. Spider-Man defends Dr. Connors from being the spy and reminds them that the spy is working for Doctor Octopus. Agent Venom and Rhino are sent to guard Doctor Octopus's cell while the rest of the Web-Warriors talk with Dr. Connors with them turning Scarlet Spider's way of interrogation threats down. They head to the lab but find Dr. Connors with an injection gun and he transforms back into the Lizard while apologizing. Lizard attacks them with Spider-Man trying to talk to him from the inside but Iron Spider still believes that Lizard was the spy. Scarlet Spider and Kid Arachnid attack Lizard while Iron Spider alerts the academy and Spider-Man to try and find the cure but to no avail for both of them. Scarlet Spider then asks for Iron Spider's help and they all hold him down before webbing him up. Scarlet Spider believes that it was easy but Spider-Man warns them about his ability to extend his neck but is too late when Lizard bites Kid Arachnid and throws him onto Scarlet Spider. Much to everyone's shock, they find that the cure for Lizard have all been smashed and Kid Arachnid turns into a lizard which reveals that Lizard has gained a new ability. They fight Lizard Kid Arachnid until Lizard frees himself and holds Scarlet Spider while Lizard Kid Arachnid knocks Spider-Man and Iron Spider down. He then proceeds to bite Scarlet Spider who also turns into a lizard which forces Spider-Man and Iron Spider to retreat and lock them in the lab. Spider-Man's classic team and two S.H.I.E.L.D. agents arrive until the lizards break free and turn the two S.H.I.E.L.D. agents into lizards forcing the superheroes to flee. White Tiger and Iron Fist hold the lizards off with White Tiger kicking Lizard Kid Arachnid down. However, they too are turned into lizards while they are locked out to buy Spider-Man, Power Man and Iron Spider time to warn everyone and to try and prevent the lizard virus from spreading to the entire city. However, Lizard Iron Fist breaks them through which forces Spider-Man and Iron Spider to flee to Director Fury's office to get one vial of the cure while the lizards start spreading the lizard virus to everyone (with the exception of Power Man who has unbreakable skin). However, Spider-Man is able to use the tranquilizer robot to release the cure through the vents which cures everyone back to normal. Scarlet Spider and Kid Arachnid arrive to the lab with Kid Arachnid voicing that Web-Warriors plus Reptile equals bad mojo. Before Iron Spider can interrogate Dr. Connors about becoming Lizard, they hear Agent Venom calling for help. They head to the cells and discover much to their shock that Doctor Octopus has escaped and Rhino and Agent Venom gone. They along with Dr. Connors conclude that Rhino was the spy in S.H.I.E.L.D. Academy and the one who turned Dr. Connors back into Lizard to spread the lizard virus. They then see Doctor Octopus and Rhino escaping with a captured Agent Venom back to HYDRA. The team apologize for doubting Spider-Man and promise that it won't happen again. Spider-Man then decides to take the fight to Doctor Octopus to rescue Agent Venom.

#### Beached

Later, Kid Arachnid joins in trying to track Vulture to prevent him from becoming a recruit for the Sinister Six though he along with Scarlet Spider are annoyed with the code names after just picking a hero name but reports that Staten Island is clear. Spider-Man and Iron Spider find Vulture who purposely leads the two to Doctor Octopus to save Sandman.

#### Force of Nature

Later, the Web-Warriors answer a distress signal that might be from Director Fury. They find that the signal has come from an abandoned mall in queens much to Kid Arachnid's annoyance about not going on a mission to the likes of K'un L'un, Asgard or Coney Island. Spider-Man and Iron Spider believe it to be either a S.H.I.E.L.D. or HYDRA base and they investigate. Kid Arachnid complains about how the mall looks but after setting off a trap, he sees the mall is filled with weapons with Spider-Man sarcastically asking him if he's still bored. However, they are able to destroy the traps with Kid Arachnid commenting that it's the worst mall ever. He then checks the directory for the secret hide out much to Spider-Man's annoyance. Iron Spider suggests looking in the barber shop and just as Scarlet Spider is about to point out about S.H.I.E.L.D. putting a hide out in a barber shop, he accidentally, triggers a trap door, causing the team to fall down with Kid Arachnid moaning that he hates the mall. They find a vacuum-sealed room where they struggle to get in but Spider-Man uses his S.H.I.E.L.D. watch to unlock it and irritates everyone about Director Fury respecting his authority. Scarlet asks Kid Arachnid if he's still bored but the latter defends that he's seen better malls. Spider-Man asks if anything looks familiar with Kid Arachnid believing this mission to be like a horror movie with a haunted house with ghosts much to Iron Spider and Scarlet Spider's annoyance. They then unlock a fail-safe hatch but don't find Director Fury. They find the place to be empty and Kid Arachnid remarks about ghosts watching T.V. but Spider-Man warns them to be alert. Iron Spider thinks he can't deduce it by T.V. but Spider-Man points out to a half-eaten sandwich. Kid Arachnid tries to call out to the "ghost" until Scarlet Spider points out the it's humid in the hatch. After making sarcastic moments about the water that Spider-Man attacked and S.H.I.E.L.D.'s plumbing, they believe that the signal could've been a glitch. After searching, Hydro-Man grabs Kid Arachnid who mistakes him for ghost water. He grabs Iron Spider and Scarlet Spider except Spider-Man who comments that it's not Director Fury after he reveals himself. Hydro-Man tries to grab him but misses him and Spider-Man demands that he let go of them and calls him a "**Wet-Willie**". Hydro-Man refuses and reveals that it's not his name. While blasting water at him, Spider-Man apologizes to "**Water Boy**" and points out that he hasn't introduced himself. Hydro-Man accuses them of being the ones attacking him but Spider-Man retorts about it being opposite day while shooting web into his face but this has no effect on him. Iron Spider realizes that Hydro-Man is made of water and blasts him which makes him let go of them. Kid Arachnid in confused by how a "ghost" can be made out of water in which Iron Spider angrily points out that he isn't a ghost while Scarlet Spider angrily retorts that he hates getting wet with Spider-Man pointing out that he hates "everything". However, Hydro-Man reforms and turns into water with Kid Arachnid still thinking that he is a ghost and has entered the ghostly dimension which annoys Iron Spider further until they see that he has clones himself. Kid Arachnid wonders how they can defeat him and jokes about needing a giant sponge while Spider-Man decides that he needs Director Fury's sense to know how to contain him. Hydro-Man then asks if he just said Nick Fury's name and asks where he is and Spider-Man reveals that they thought he was in the mall. Hydro-Man then asks if they work for S.H.I.E.L.D. and Scarlet Spider confirms that they are and threateningly asks him if he's got a problem with it. Hydro-Man reveals his name to be Morris Bench and "apologizes" for attacking them because he thought they didn't belong down in the S.H.I.E.L.D. base and that he was going to capture them for Director Fury. Spider-Man and Iron Spider ask about his "connection" to Director Fury and Morris reveals that he is the only one who knows about his "work" in the S.H.I.E.L.D. base to control his volatile nature and that Director Fury wanted to keep it a secret with Spider-Man agreeing with him. Iron Spider asks about the signal but Morris reveals that he didn't send one and is glad that they came because ever since Director Fury stopped showing up, he worried that nobody would come to the abandoned mall. When asked about the protection, Morris reveals that Director Fury was afraid someone would capture him like Octavius and Osborn with Spider-Man revealing to know them and that they're not the latest boy band. Spider-Man tells him that they don't know when Director Fury's coming back, that they can't leave him in the facility and to take him back to the Triskelion and Morris agrees with him.

While flying in the Spider-Jet to the Triskelion, Kid Arachnid asks if he is not a ghost with Morris confirming that he isn't. However, Iron Spider hacks into Director Fury's private files and starts to realize that Morris isn't a nice guy. Iron Spider shockingly discovers and reveals to Spider-Man that Morris's ego name is Hydro-Man, that he is bad, that he wasn't being taken care of by Director Fury and they had him in solitary top secret. Spider-Man decides to turn back to the facility which makes Hydro-Man suspicious and asks why they're turning around with Iron Spider trying to pretend they aren't. After being surrounded by Scarlet Spider and Kid Arachnid, Hydro-Man tells them not to play games with him and attacks the Web-Warriors. While holding them, he taunts them about taking them long enough to figure out everything about him. While, Scarlet Spider and Kid Arachnid hold him down, he decides until he can destroy Fury, he can destroy them before letting go of Spider-Man and Iron Spider and shortens out the instrument panel. Spider-Man and Scarlet Spider fight him, but their hits have no effect on him and he easily knocks them down. He thanks them fro freeing him and proceeds to escape through the vent. The Web-Warriors are able to escape and crash land the Spider-Jet into the neighborhood in which Spider-Man as "Peter Parker" lives. He turns into rain droplets and swears to get revenge on Director Fury fro keeping him imprisoned for years with Spider-Man commenting that he can't imagine Director Fury would want him behind bars. Hydro-Man appears by singing the "Itsy Bisty Spider" song and proceeds to try and drown the Web-Warriors but they manage to escape. Hydro-Man tells them that they are just as tenacious as Director Fury but not as smart and continues attacking them. Spider-Man points that they need to defeat him but Kid Arachnid asks how they can do that. Iron Spider decides that they need a new plan but Spider-Man reveals that he's too powerful and that they need to cut off his water supply. Hydro-Man manages to knock Spider-Man down until Scarlet Spider hurls a drain cover at him which manages to take him down while calling him "**Slow Drip**". Spider-Man gets an idea and orders Iron Spider to have S.H.I.E.L.D. shut down the water supply in the area and to get freeze webs which Iron Spider agrees with. Hydro-Man attacks Kid Arachnid who manages to dodge all his attacks before knocking Scarlet Spider down. He taunts the Web-Warriors that Director Fury feared him because he couldn't control him before knocking Kid Arachnid down. He then asks them what chance they have if Director Fury couldn't control him and proceeds to turn into a water tornado. Spider-Man and Kid Arachnid decide to keep him occupied while Scarlet Spider is sent to warn Spider-Man's aunt, May Reilly. Hydro-Man continues attacking them while taunting about Director Fury keeping him buried so deep while calling Spider-Man a naive lackey and that he is unstoppable. However, Kid Arachnid and Spider-Man manage to knock him down, but he threatens to level the city and that everyone can thank him and Director Fury for his vengeance and knocks Kid Arachnid away. Aunt May believes him to be another Spider-Man until Kid Arachnid points out they "kind of" have a "club" going. Iron Spider returns to give everyone web tasers and Aunt May is confused by all of them but they leave to continue fighting Hydro-Man. Hydro-Man is about to drown Spider-Man until the rest of the Web-Warriors return and use web tasers to tie Hydro-Man up and free Spider-Man. The Web-Warriors use their ice tasers to tie him up until Hydro-Man breaks free and proceeds to attack Aunt May much to Spider-Man's shock. Fortunately, Scarlet Spider prevents him by throwing a web taser to freeze him. Unfortunately, the moment between Aunt May and Scarlet Spider (now named **Ben Reilly**) is cut short when Hydro-Man breaks out and knocks the Web-Warriors way before attacking them in giant form. Spider-Man then gets and idea and gets himself and Kid Arachnid to remove their ice taser and throw them into Hydro-Man's mouth. He thinks it won't effect him but the webs start to explode in him and and suck him up like a sponge like Kid Arachnid said.

Hydro-Man is then taken into a S.H.I.E.L.D. convoy to return him back to his detention facility. However, it is revealed that the S.H.I.E.L.D. convoy that was returning Hydro-Man back to his detention facility had been attacked. Spider-Man then realizes that the stress signal that they followed was never sent by Director Fury but Doctor Octopus who has now recruited another member of the Sinister Six. He also believes that Doctor Octopus is becoming more powerful than ever and that he and his friends must stop him.

#### The New Sinister Six: Part 1

Miles along with Flash Thompson (who is still recovering from his injuries from the Anti-Venom Symbiote), Amadeus Cho and Ben attend Aunt May's birthday party. They play charades and Miles jokes that Aunt May is imitating Ben much to his annoyance until Peter arrives late from a battle with Shriek. Peter and Aunt May then toy around ruining their "R.I.P." with kisses much to everyone else's amusement. They then give her a present as a thanks for everything with Kid Arachnid thanking her for giving him a home even though he is not from the main universe. The present is revealed to be a photo of the team in their normal forms and Peter gives Aunt May the key to the Anti-HYDRA weapon much to her confusion but still loves it. Peter claims that it's from S.H.I.E.L.D. and it's their art much to Miles' confusion. They are then alerted by a distress call from the Triskelion and Aunt May encourages them to go while her party waits in which they do. They crawl up to the roof and find Doctor Octopus there. Spider-Man orders Doctor Octopus to surrender but becomes confused about if he is turning himself in. Doctor Octopus taunts him about being the optimist and reveals that he isn't turning himself in but to re-equate him with some old friends. He reveals them to be: Electro, Rhino, Kraven the Hunter, the Ultimate Green Goblin, and Hydro-Man. This makes Spider-Man see that Doctor Octopus has finally completed the Sinister Six and tells Doctor Octopus not to be predictable. The Web-Warriors prepare to fight but Spider-Man has them retreat into the Triskelion much to Scarlet Spider's confusion. They meet with the New Warriors and warn them of the Sinister Six and Kid Arachnid asks why they are not retreating much to their confusion. Iron Spider then realizes that Doctor Octopus managed to hack into the security system to lure them to the Triskelion. Spider-Man reveals that Director Fury left him with an evacuation plan and decides to have everyone leave but Scarlet Spider encourages him to forget the evacuation plan and fight back with his teams against the Sinister Six. The Sinister Six prepare to go inside the Triskelion but Spider-Man, the Web-Warriors and the New Warriors appear on the roof before them. The teams fight with the Ultimate Green Goblin battling Kid Arachnid and Dagger. Kid Arachnid claims to have not missed the Ultimate Green Goblin but Spider-Man reminds him that they have trained for this moment and Kid Arachnid follows his directions before using his Venom blast on the Ultimate Green Goblin's head to knock him out. It appears they have won until they realize that during the fight with the five members, Doctor Octopus took the opportunity to get inside and try to take the Anti-HYDRA weapon with Spider-Man and Scarlet Spider finding him. Spider-Man realizes that he only used his allies to distract the teams so that he can get the Anti-HYDRA weapon. Scarlet Spider destroys the force field but Doctor Octopus reveals that he has other defenses. The Ultimate Green Goblin who recovered from his fight with Kid Arachnid appears with his enemy defeated and blasts the wall of the lab onto Scarlet Spider. However, Spider-Man defeats him but much to his shock, Scarlet Spider tackles him down. It is revealed that Scarlet Spider was the real spy in the Triskelion and that Doctor Octopus actually created the "**Sinister Seven**".

#### The New Sinister Six: Part 2

Doctor Octopus successfully gains possession of the key to the Anti-HYDRA weapon that will allow him to take over HYDRA Island and free himself from the organization. However, Scarlet Spider defects from Doctor Octopus (having realized that Doctor Octopus only treated him like a servant and didn't truly care about him) and destroys the Anti-HYDRA weapon, he stays to crash OCTOPUS Island into the ocean while Spider-Man and Aunt May escape into an escape pod and Doctor Octopus escapes as well. Spider-Man, Iron Spider and Kid Arachnid take the Spider-Jet to try and save Scarlet Spider. When they contact him, Ben reveals that Doctor Octopus was wrong about compassion being a weakness and encourages Spider-Man and his friends to keep being heroes and cuts off contact and OCTOPUS Island crashes into the ocean. They search the ocean but can't find Scarlet Spider's body and they accept he's gone. Kid Arachnid asks why the should do now and Spider-Man tells him that they should do what Scarlet Spider said: keep being heroes like him.

#### The Symbiote Saga: Part 3

Later, after the defeat of the Carnage symbiote (which is still in Mary Jane Watson's body), Kid Arachnid is with Power Man, Agent Venom, Iron Spider, Cloak, Dagger and Patrioteer (who now knows Spider-Man and most of their friends including Kid Arachnid's secret identities) who has joined the New Warriors and as S.H.I.E.L.D. Academy's newest student. Patrioteer asks how Mary Jane is doing and Spider-Man reveals that she is a lot tougher than he realizes but Agent Venom tells him that *all* his friends are. Spider-Man tells him that it's a good thing and that knowing him is a liability. Patrioteer proves him wrong and tells him that knowing him is what makes all of them heroes. The heroes then decide to get the city back together.

#### Return to the Spider-Verse: Part 1

Miles and Peter are at home playing video games before they hear pig sounds which Miles asks if it's a ring tone or if he got a pig but Peter denies starting a farm. They investigate and discover Spider-Ham in Aunt May's closet. Spider-Ham asks him what his aunt's closet is doing around him. Spider-Man asks him why he isn't in his own universe with Spider-Ham finding it weird before asking what a universe is. They then discover Spyder-Knight playing with the light switch and Spyder-Knight asks about the light switch in which Miles points out to being a light bulb. This fascinates him and believes it to be genius. Suddenly, they hear Rio asking where she is and Miles runs to hug her but the moment is cut short when she, Spider-Ham and Spyder-Knight disappear. Spider-Man is then attacked a by a tentacle of the Kraken until Iron Fist arrives to save him and the tentacle disappears. Iron Fist reveals that Director Fury sent him to fetch Spider-Man and Kid Arachnid who are taken to K'un L'un. Director Fury appears to meet them until gamma spiders appear and attack them. Director Fury calls Doctor Strange who closes the rift in their dimension. Kid Arachnid is confused about the situation and Doctor Strange reveals that K'un L'un stands at the border between realities and that is why it was easier for them to infiltrate their universe at K'un L'un. Spider-Man asks about them and Director Fury reminds him of Madame Web and that they set up their current operations in K'un L'un. Madame Web introduces them to the Web of Reality and Doctor Strange reveals that she summoned them because great and catastrophic forces are afoot due to their actions much to Spider-Man and Kid Arachnid's confusion. Madame Web and Director Fury reveal that due to them destroying the Siege Perilous, the shards had scattered into many dimensions and now the fragments are pulling themselves together bringing along whatever alternate dimension they happen to be in smashing into each other. Director Fury, Doctor Strange and Madame Web reveal that they need the two to enter the universes and put the shards back together with Kid Arachnid being quick on the uptake. They then give them a shard that they recovered from an Inhuman City that will act as a compass for them to find the other shards. Doctor Strange and Madame Web open a portal and warn that they have one chance. Spider-Man asks Kid Arachnid if he's okay with the plan and Kid Arachnid reveals that he is determined to save reality and reunite with his mother. They enter with Kid Arachnid not being used to the travel until they are transported to the Vampire Universe.

They discover it to a different New York and they see Iron Fist and mistake him for their own until they see him along with White Tiger and Power Man as vampires. While Vampire Iron Fist attacks Spider-Man, Vampire White Tiger and Vampire Power Man attack Kid Arachnid. They take the fight to the ground where Kid Arachnid asks about every superhero being a vampire with Vampire Iron Fist telling him that they will be. Vampire White Tiger and Vampire Iron Fist battle Kid Arachnid while Spider-Man battles Vampire Power Man until Blood Spider arrives by defeating Vampire White Tiger and Vampire Power Man. Spider-Man tells him to stop and reasons that even if they're vampires, they are still his friends and he will not let him destroy them. Blood Spider reveals that he dusts them every night and they respawn later, that they were his friends and teammates but now they are the most powerful vampires. Vampire Iron Fist tackles him and threatens that the Lizard King will have him but Blood Spider tells him that he will someday but *not* tonight and defeats him. Blood Spider demands to know who they are but Kid Arachnid points out that there are more vampires coming. However, Blood Spider uses a flash grenade that will blind them temporarily and he and the other spiders leave into the sewers. Spider-Man asks him about being the Spider-Man of the universe until Blood Spider points out that he was until he was given his new ego because the vampires want to feed on his blood and that he is the last superhero in Manhattan. He then asks them who they are and why they have the same powers as him and Spider-Man explains that they are Spider-Man too but from from other universes and states that it is strange until Blood Spider reveals that he's believed in strange things in recent days. After arguing with Kid Arachnid about which way to go and pointing out that he's not from this universe, Kid Arachnid explains that they need to find a shard of the Siege Perilous and that its sci-ency. Blood Spider realizes that the shard is quantum property and that it's looking for a piece of itself. This confuses the two until Blood Spider points out that they have science in this universe too and tells them to lead on so that he can see what it can do. Spider-Man asks about the vampires with Blood Spider asking if they are not in his universe and Spider-Man reveals that it's not like this universe. Blood Spider reveals that they've had vampires for eons but only since the Lizard King forced all the vampire factions under his rule and became so powerful. Kid Arachnid asks about the vampires taking over city but Blood Spider points out that they took half the planet and spreading and reveals that if sunlight didn't stop them, they'd be in complete control. Spider-Man points out that he also had a Lizard from his universe but is now just a friendly scientist and can't imagine what Lizard King would look like as a "**Scary Victorian Vampire**".

They make it to the main part of the sewer where they find a shard of the Siege Perilous until they become surrounded by vampires and a hooded figure who thanks him for bringing more food. Blood Spider introduces the two to "**The Wolf**" who is the Lizard King's new hunter making the survival thing difficult. They defeat a few vampires and Blood Spider tells them to get the shard while he battles the others. Spider-Man and Kid Arachnid gain the shard and much to their surprise, glows brightly which frightens the vampires off. Spider-Man guesses that the shards act differently in the Vampire Universe and becomes grossed out by the sewer water. While leaving, Blood Spider asks how he managed to get the shard to glow and Spider-Man realizes that when he held it up, it created light which can defeat vampires. Blood Spider tests it out and believes that if he can create his own sunlight, he can destroy the vampires' rule forever but Spider-Man refuses to allow it while Kid Arachnid believes that they are dead. Spider-Man reasons that it could be a virus and that some of the vampires are Blood Spider's friends and that there can be someway to help them before asking for the shard. Blood Spider refuses to give it back because he cannot abandon his world when there's a chance to save them. He webs up the wall and leaves. Spider-Man believes that they've lost him due to knowing the tunnels too weel until Kid Arachnid shows him that they can track him with their shard. They find Blood Spider captured and hear "The Wolf" explain to Lizard King about what the shard can do which gives Lizard King the idea to blacken the sun until Spider-Man and Kid Arachnid intervene. The two battle the Lizard King, "The Wolf" and vampires which gives Blood Spider the advantage to free himself and help. Spider-Man asks him about the shard but Blood Spider berates himself for allowing it to get into the hands of the Lizard King. The Lizard King's orders his minions to distract them while he gets to work on the shard and "The Wolf" prevents Blood Spider from stopping him. Kid Arachnid is attacked but he uses the shard's light which turns the vampire back into a human for a second much to his shock. Spider-Man points out that they can cure the vampire virus and needs a blood sample test it on. The spider are then forced to flee after Blood Spider urges them to due to there being too many to fight.

They notice that the sun is getting darker with Kid Arachnid pointing out that they didn't get a vampire blood sample but Blood Spider reveals that he got bit and decides to be the test subject for a few minutes. He takes them to a lab/armory where he reveals that before he became a vampire hunter, it was his lab. Blood Spider starts suffering from the effects and forces them to web him up. Spider-Man takes a blood sample from him much to Blood Spider's disgust until Kid Arachnid uses the shard to turn the blood back to normal temporarily. Spider-Man then remembers the words that Madame Web said about light cleansing all. After Kid Arachnid tests out the Ultra-Violet lamp, Blood Spider starts suffering from it's effects. However, Spider-Man and Kid Arachnid combine the shard with the lamp which permanently cures the blood sample. Spider-Man believes that the shard won't cure everyone but Kid Arachnid assures that he knows what to do. After creating a gun, they successfully cure Blood Spider of the virus. While Vampire White Tiger, Vampire Iron Fist and Vampire Power Man battle Spider-Man and Kid Arachnid, Blood Spider battles the Lizard King until he summons the other vampires. The Lizard King prevents him from taking the shard but Spider-Man uses the gun with the shard and Ultra-Violet lamp to fully cure everyone back to normal and brings the sun back. Blood Spider thanks Spider-Man for proving to him that there was another way to save his friends instead of destroying them.

However, Wolf Spider attacks them and takes the shard while Kid Arachnid keeps the other. Spider-Man is confused by this until Wolf Spider reveals who he really is and that he is also traveling to different dimensions. Kid Arachnid offers that they save the multiverse but Wolf Spider reveals his plan to collect the shards of the Siege Perilous in order to rule the other dimensions while revealing that he knows Spider-Man's identity as Peter Parker, something that surprises them. He attacks them but Spider-Man and Kid Arachnid use their shard to leave for the next universe. Kid Arachnid berates himself for not getting the shard but Spider-Man reasons that they didn't know another spider would come looking for them and the trip got more complicated.

#### Return to the Spider-Verse: Part 2

While travelling through the fabric of reality, Kid Arachnid is still not used to it until Spider-Man shows him that it's like swimming and to let the current guide them. They both wonder who Wolf Spider is and how he knows Spider-Man's identity and Kid Arachnid wonders what type of universe they'll be in. They are then transported to the Pirate Universe. They discover that they are on an island and are about to enjoy themselves until Web Beard appears before them demanding they leave the island before attacking them. He at first gives them two ways to leave with ne of them being easy before changing his that there's only one way and that's the hard way and that he's coconut friend named "Coco" agrees with him. Spider-Man and Kid Arachnid are weirded out by this until Spider-Man comments that he's always wanted to be a pirate compliments how Web Beard looks. Web Beard introduces himself and becomes confused by how the appear before threatening them to leave his "booty" which is the treasure. Web Beard attacks them and Spider-Man tries to explain that they are from another universe and that they need a shard of the Siege Perilous. Web Beard is confused by this and mistakes their words for wanting his treasure much to the Spiders' annoyance. Before he can attack them, he is webbed up. Web Beard begs them to not hurt "Coco" but Spider-Man assures him they won't and also assuring that they don't want his treasure and asks what the craziness is about. Web Beard explains his origins and how he was mutinied and stranded on the island. Spider-Man and Kid Arachnid are confused by who betrayed who but still point out that *he* betrayed his crew for the treasure much to his annoyance and he still claims to be the "victim". Web Beard accidentally reveals where the hidden treasure is and Spider-Man and Kid Arachnid discover the shard in the chest. They ask him for it and he once again accuses them of trying to steal his treasure. He orders "Coco" to release him but Kid Arachnid points out that being on the island wasn't very good for him. Web Beard is suddenly released from the webbing with Kid Arachnid thinking it was the coconut but Spider-Man points out that it was Web Beard's crew. Dread Pirate Duck demands that he surrender the treasure but Web Beard refuses while reminding him that he is the first mate. They both get confused with the pirate talk before Dread Pirate Duck demands that he give the treasure or he and the crew will take it at the count of ten. Web Beard refuses demanding that he try to count with Dread Pirate Duck counting differently which annoyingly reminds Web Beard that he was always the best counter. In order to get the shard, Spider-Man chooses to surrender much to Web Beard and Kid Arachnid's shock but he believes that Dread Pirate Duck is more reasonable than Web Beard.

However, they are tied up and are about to be fed to the Kraken. Web Beard believes "Coco" will save them until he sees the coconut in the water and believes it to have traitorously run away. Kid Arachnid decides to do his own plan and uses his venom blast to free them but one of the ropes hits the Kraken in the eye causing it to attack The Groot. Kid Arachnid fights with Rocket, Web Beard fights with Cosmo while Spider-Man asks for the shard which Dread Pirate Duck in his annoyance reveals about how it starts with one gold piece until more comes in and that they build a ship out of solid gold which sank to the ocean floor with Web Beard pointing out that they all thought is was a good idea at the time. Dread Pirate Duck demands that Spider-Man get in the water because everything will be normal once the Kraken eats him. Spider-Man asks if it's not appealing and Web Beard accuses Dread Pirate Duck of not understanding anything but his own greed. Dread Pirate Duck rebukes that Web Beard is the greedy one, that he never wanted the mutiny and that he only wanted to be hard but Web Beard never listens. Web Beard asks why they didn't say something but Dread Pirate Duck points out that they did but he never listens. Spider-Man manages to call them out by telling Web Beard to stop being so controlling and listen to his crew and Dread Pirate Duck should trust in his captain's leadership. Kid Arachnid reasons that they might not get what they want but they must work together. When "Coco" is thrust in the air, Dread Pirate Duck saves him but is about to fall to the Kraken until Web Beard saves him. Web Beard thanks him for saving "Coco" and that he had to save his first mate and accepts his title. Spider-Man and Kid Arachnid then manage to save them from being crushed and Dread Pirate Duck rallies the rest of the crew to work together like the Spiders said. The Spiders and the pirates are able to defeat the Kraken by tying it up and it leaves. Web Beard is glad to have his crew back but Dread Pirate Duck tells him that they maybe back but they all get a vote. Web Beard then gives the Spiders the shard as gratitude much to Kid Arachnid's delight. It then opens a a portal to the next universe, which shocks Web Beard who realizes their story of other universes was true and gets to thinking he should've given them his solid gold boat. Spider-Man and Kid Arachnid leave to the next universe and end up in the Wild West Universe.

They land in a puddle of water with Spider-Man complaining for a dry cleaner until they hear commotion in the saloon. Kid Arachnid guesses no dry cleaners and Spider-Man bets that Web-Slinger is the sheriff. Web-Slinger is thrown out of the saloon where he meets the two. He believes that they got kicked out of the circus with Spider-Man believing that he is not a nice sheriff before Web-Slinger reveals that he isn't sheriff but Doc Ock Holiday who introduces himself and gives them a chance to hand over the "outlaw". Spider-Man asks what he has done and Doc Ock Holiday reveals that he challenged his authority and that nobody opposes him while he is the law and Web-Slinger is against the law. Spider-Man believes that it's not right and Doc Ock Holiday takes this as a fight and tells him take it up with his "deputy", the "**Phantom Rider**". However, Web-Slinger orders the two to flee which has the "Phantom Rider" chase after them. Web-Slinger tries to shoot webs at him but misses. Spider-Man points out that there's three of them and that they can take him but Web-Slinger points out that nobody's ever stopped the "Phantom Rider" and they must flee into the desert. Kid Arachnid asks what he did and Web-Slinger reveals how Doc Ock Holiday came to rule the town. Spider-Man decides to stand up to him but Web-Slinger points out that with "Phantom Rider" by his side, he is untouchable. Kid Arachnid believes that they lost him before "Phantom Rider" appears having taken a short cut. Spider-Man tries to intercept him but the Phantom Rider intercepts him. Web-Slinger takes him on but "Phantom Rider" brings him down with Web-Slinger asking if they can talk things through. However, Kid Arachnid tackles "Phantom Rider" which gives Web-Slinger the opportunity to flee. Kid Arachnid tries to use his venom blast on him but it doesn't work much to his shock and "Phantom Rider" takes him down. However, Kid Arachnid finds their shards glowing much to his confusion. Spider-Man tries to kick "Phantom Rider" but he is thrown into a building which he and Kid Arachnid try to stop from crumbling but are knocked out by "Phantom Rider" and placed in jail. Doc Ock Holiday removes their Web-Shooters and places them in an electrified cell of his design. Kid Arachnid reveals that their shard glowed when he was close to the "Phantom Rider" and wonders what the story is. Doc Ock Holiday taunts them about his invention, that they don't get to be sheriff by being no fool and that he can't say the same thing about who they were supposed to be which he thinks that they are circus performers. The Spiders know that he'll gloat and Doc Ock Holiday reveals that the call wasn't his only invention and that he has yet to unveil the fruits of his newest experiments. Web-Slinger returns and manages to distract Doc Ock Holiday and " Phantom Rider" with a blast to make them leave the sheriff's office to free Spider-Man and Kid Arachnid. Kid Arachnid accuses him of abandoning them but Web-Slinger tries to calm him down while calling him "**Arachnid the Kid**" much to Kid Arachnid's annoyance. Web-Slinger reveals that he never abandoned anyone but made a strategic retreat so that he could rescue them later on because it wouldn't make sense if all three of them get caught. Spider-Man manages to get their web-shooters back and demands that they take on Doc Ock Holiday again but Web-Slinger refuses to let them get caught again. Spider-Man is still determined and Web-Slinger reveals that he doesn't know what it's like from where they come from but in his town: an honest man can't win. After revealing what happened to his uncle, Doc Ock Holiday and "Phantom Rider" appear with Doc Ock Holiday's new invention. Doc Ock Holiday reveals that he knows what they came for and reveals the shard of the Siege Perilous. He reveals that they weren't the only ones that came for it because Wolf Spider came not too long ago but he ran him out of town but he will destroy them and unveils his a pack with four arms with guns attached. This makes Web-Slinger regret breaking them out and Spider-Man agrees with him.

Doc Ock Holiday fires at them and manages to injure his shooting hand and Web-Slinger decides to flee. Spider-Man asks him if running away was what his uncle would want him to do but Web-Slinger continues to flee. Doc Ock Holiday calls him out for his cowardice and demands him to face him. Kid Arachnid kicks him into the saloon before helping Spider-Man fight and defeat "Phantom Rider". Spider-Man pins Doc Ock Holiday and tries to make him see that the shard is important and that reality will destroy itself but Doc Ock Holiday kicks him away. Doc Ock Holiday reveals that he will maximize the shard and prepares to shoot Spider-Man but Web-Slinger returns and prevents him. Kid Arachnid reveals that he thought he left until Web-Slinger reveals that Spider-Man was right about his uncle wanting him to continue fighting. Doc Ock Holiday just sees this as another spider to squash but Web-Slinger calls him out on not doing the right things around the town before challenging him to a showdown. He offers that if he wins: the strangers go and he frees the town. Doc Ock Holiday asks him if he wins and Web-Slinger offers: that all their fates are in his hands. However, Doc Ock Holiday tauntingly points out his damaged hand which will never help him win until Spider-Man offers to face him. Doc Ock Holiday asks why he would face him when he has him at his mercy. Spider-Man calls him a coward before revealing that he has a Doctor Octopus of his own who would never back down from a challenge and guesses that he's made of sterner stuff. This causes Doc Ock Holiday to feel insulted and accepts the challenge. The two face off with Doc Ock Holiday shooting at him but misses when Spider-Man uses his web to remove the shard from his pack and give it to Kid Arachnid. This causes the shard's power to free "Phantom Rider" from mind control and reveal himself as Ben Parker much to Web-Slinger's surprise. Ben apoligises for his unwilling actions due to Doc Ock Holiday using the shard to enslave his mind. Doc Ock Holiday tries to flee but is hogtied by Spider-Man who returns Ben’s badge to him. The sheriff again, Ben has Ock placed in jail. Ock yells words of revenge until Web Slinger web shoots his mouth and Ock electrocutes himself on the bars. Ben states the villain will most likely do a long sentence in jail. He thanks them for everything with Spider-Man revealing that any Spider would've done the same thing. Web-Slinger tells them to act like it was nothing and thanks them for getting his uncle back and Kid Arachnid reasons that he wasn't bad himself. Web-Slinger apologizes for being a coward and having strangers fight for the town instead of himself but Ben forgives him and reasons that his return is what counts. He reveals that he reckons true bravery is what fixed his mistakes and that he is proud of him much to Web-Slinger's happiness. Kid Arachnid opens the portal and sees Spider-Man just standing. He asks if he's okay and Spider-Man reveals that he's taking one last look at Ben and Web-Slinger, amazed at there being a universe where an Uncle Ben survived. After comforting his friend, they then leave for the next universe.

#### Return to the Spider-Verse: Part 3

Spider-Man and Kid Arachnid travel through the fabric of reality. While going through the wormhole, Spider-Man and Kid Arachnid remark on how comfortable he has become with traveling through it now that he has gone to other dimensions. They are transported to the Noir Universe, where Kid Arachnid remarks is a different kind of retro. Spider-Man explains that Spider-Man Noir is a friend. They see and Hammerhead and his gang fighting Thunderbolt and A-Bombardier which they get involved in until Mr. Fixit arrives. The two gangs fight with Spider-Man and Kid Arachnid trying to stop it but the gangs refuse to listen until Spider-Man Noir saves them. Spider-Man Noir doesn't remember Kid Arachnid until Spider-Man reminds him of when Kid Arachnid helped him stop Green Goblin, which makes Spider-Man Noir remember and reveals that he tries to forget his inter-dimensional travel. Spider-Man and Kid Arachnid are about to enter the fight again but Spider-Man Noir prevents them and reveals that Mr. Fixit and Hammerhead's gangs are just crooks bleeding the town dry and if they finish each other off, they'll be doing *their* jobs for them. Spider-Man disagrees with him but Kid Arachnid agrees with Spider-Man Noir because they are trying to find the next shard of the Siege Perilous. Spider-Man Noir revealed that the war between the two gangs has been raging for weeks, thrown the whole town into chaos and offers to let them end each other once and for all. Spider-Man refuses to let it go on but Spider-Man Noir prevents him again. The two counterparts fight each other while Kid Arachnid tries to stop them until he sees the shards in his web-shooters glowing which hints that the other shard is close. Kid Arachnid finally breaks up the fight between the Spider-Men and reveals that the shard is in Hammerhead's gun. Spider-Man Noir realizes that there is more at stake than just a gang war because that weapon is formidable and Spider-Man reveals that the shard is what's causing their universes to crash together. Spider-Man Noir tells him that he doesn't care about what his parallel universe "mumbo jumbo" is but he knows when his city is in danger and that makes them a team now. Spider-Man, Kid Arachnid and Spider-Man Noir then enter the battle and steal the gun from Hammerhead while webbing up all the gangs. After Kid Arachnid destroys the guns, the shard ends up with Martin Li who uses it's power to change his appearance and give himself powers. He turns Hammerhead into stone while claiming himself as the new boss in town. Kid Arachnid asks if things were bad for Spider-Man when he first came to the universe with the answer being no. Spider-Man then jokes about calling Spider-Man Noir "**Mr. Negative**" which Martin likes and takes as his new ego. Mr. Fixit frees his gang and orders them to get Mr. Negative but he turns his gang to stone as well. Mr. Fixit and the spiders fight Mr. Negative but he gains the upper hand against them and they retreat. Mr. Fixit thinks about going back to save his gang but Spider-Man reminds him that they don't know what they're up against and that he'll be no good to his friends if he ends up as a "lawnmower ornament". Mr. Fixit agrees to help but they must also return back to his gang because he doesn't leave his gang behind.

Spider-Man Noir takes the spiders and Mr. Fixit back to his home with Spider-Man liking what he had done to the place with Spider-Man Noir not taking the joke. Spider-Man reveals that the last time they met, he thought he went to something brighter before his counterpart reveals that things changed. Mr. Fixit enters and agrees with Spider-Man about his home being a dump with Spider-Man Noir angrily reminding him that Spider-Man saved him and if it were up to him, he'd be a statue by now which would have one less monster in town with Kid Arachnid agreeing with him again. Spider-Man manages to stop Mr. Fixit from arguing further and reveals that he knows he's not a monster before he sees the photo of Mary Jane Watson on the wall and believes that she'll agree and knows there's the best in people until Spider-Man Noir reveals she doesn't anymore because she's gone. Spider-Man Noir tells his counterpart to ask Mr. Fixit who doesn't know what he's talking about until he sees the photo which he remembers Mary Jane and tells him that it wasn't on him. Mr. Fixit argues that he won't believe him anyway because he still sees him as a monster and that won't change. Spider-Man reveals that things can change because they need some positivity. Mr. Fixit asks about how Mr. Negative got power from the "cut ice" until Kid Arachnid reveals that it's not from the Noir Universe and that it came from the Siege Perilous like the ones they have. Spider-Man then realizes that the shard absorbs light and color giving it dark energy that feeds Mr. Negative. Mr. Fixit realizes this and should've smashed Mr. Negative and Spider-Man Noir agrees that it would've destroyed both of them and be rid of two "monsters" like them. This causes Mr. Fixit and Spider-Man Noir to fight while wrecking the apartment. After taking the fight to the rooftop, Spider-Man and Kid Arachnid break up the fight and reason that they are on the same side. However, Mr. Negative uses his power on the light beacon to turn Kid Arachnid to stone much to the horror of the others. Mr. Negative then tries to turn Spider-Man and his counterpart to stone but Mr. Fixit saves them which gives them all time to escape.

However, Spider-Man is able to make Spider-Man Noir and Mr. Fixit get over their differences and defeat Mr. Negative while Mr. Fixit takes the shard before using it to turn everyone back to normal and give color to the universe in the process. Spider-Man then jokes about turning Martin into a positive which annoys Spider-Man Noir before he becomes surprised by the new color of his universe. Mr. Fixit is also confused but Spider-Man assures him that he's not a monster but a hero. Mr. Fixit gives the shard to Spider-Man because the kind of power it has doesn't suit the city yet and owes Spider-Man Noir a debt with him agreeing that it won't be the last time. The two agree to be friends until Kid Arachnid arrives. The two piece the shards together and bid farewell to Spider-Man Noir and Mr. Fixit before heading to the next universe.

#### Return to the Spider-Verse: Part 4

Spider-Man and Kid Arachnid wonder what universe they will end up until they are transpoted back to the Ultimate Universe. Kid Arachnid recognizes the street he lives in and is excited to be home and the prospect of seeing his mother again. He initially thought of the people celebrating his return. However, he and Spider-Man see Spider-Woman fleeing from the police. Believing that she is a thief, they also chase her. After cornering her in an alleyway, she is surprised to see Spider-Man and that Kid Arachnid much to the latter's confusion of her knowing them but Spider-Man still believes that she's a thief. She reveals her name, that she's trying to be a hero like them and that she stopped a robbery and hasn't returned the money yet. They are then surrounded by the police and Spider-Man sarcastically tells her to return the money and tell the truth. After Captain George Stacy demands that they surrender, they are confronted by the police's robots with Kid Arachnid pointing out that the robots did not exist when he was around. Spider-Woman then reveals that the police captain is her father until the robots attack them. Spider-Man admits that her father is hard core until Spider-Woman reveals that it's not his fault and ever since Kid Arachnid disappeared, the criminals got bolder and some of them masquerading as good guys and so the police and to respond. After Ultimate Aunt May reveals where the robots' weakness is, Spider-Woman, Spider-Man and Kid Arachnid defeat the robots and escape into the sewers.

In the sewers, Kid Arachnid asks if it really is his universe and Spider-Woman confirms it and is happy that he's back. She reveals that she was best friends with the Peter Parker who died but she and Miles have never met. She reveals that she found out who he was through some intense investigation and when he disappeared, she couldn't stand on the sidelines and that the world needs a spider. Much to Spider-Man's surprise, Spider-Woman reveals that her tech-based spider powers and that she had help and borrowed some equipment from her father's robot program which is another reason she can't tell him. Spider-Man confirms that her father wouldn't approve if he found out which Spider-Woman agrees but still sees him as a cool father. She takes them to a secret lair where the two are amazed by it. Spider-Man recognizes the furniture and Gwen reveals that the one who told her about the robots' weakness was Ultimate Aunt May much to Spider-Man's surprise. Ultimate Aunt May has a moment where she is glad to see a Peter Parker that resembles her deceased nephew but is glad that there's another Peter still out there. She then reveals that when Miles disappeared, Gwen came to her for help and that she was pretty determined with Gwen confirms that she needed mission support. Ultimate Aunt May reveals that she works by computer where she sees the whole city and sadly reveals that she could've helped out her Peter if he was still alive. Kid Arachnid asks for a phone call with Ultimate Aunt May dialing Rio Morales and much to Kid Arachnid's shock, she reveals that they needed Rio to tell them who was walking in her deceased nephew's shoes. However, she finds that she's not getting an answer. Peter assures Miles that they will get him home soon but now must focus on their mission. They inform Gwen and Ultimate Aunt May of their mission to get the fragments of the Siege Perilous where Ultimate Aunt May much to their surprise, locates it to the police station where Gwen's father works. Kid Arachnid doubts their plan to work but Spider-Man assures him to trust Spider-Woman and Ultimate Aunt May. Spider-Woman is still surprised a fragment is in her father's police station and wonder what the odds are until Spider-Man reasons that if she knew the adventures that they've been on, it would the least crazy thing and Spider-Woman agrees to go with it.

At the police department, while Gwen distracts her father, Spider-Man and Kid Arachnid sneak into the evidence room and get the last shard of the Siege Perilous. However, they hear muffling and discover that Wolf Spider is also in the evidence room. He thanks them for gathering the fragments for *him* and that *he* will take them now. Spider-Man refuses but Wolf Spider reveals that he had kidnapped Rio and tied up and gagged her while using her as leverage, which shocks Kid Arachnid. Spider-Man demands that he let her go but Wolf Spider ignores him and backs them off by walking with her forward. Spider-Man wonders how he found Rio with Kid Arachnid replying that he doesn't know but vows to not let him hurt her. Wolf Spider asks him what matters the most: The Siege Perilous or his mother. This tears Kid Arachnid apart but Aunt May (by communicating) tells them to use their taser webs on a generator. Kid Arachnid uses his webs to snatch his mother way while Spider-Man uses his taser webs on the generator which knocks Wolf Spider down. Rio is happy that her son has come back with Kid Arachnid the same way but wishes that he could've had a smooth reunion. Rio reveals that Wolf Spider found her at work and asks who he is. Spider-Man reveals that *they* don't know but he has been a pain in their butts while traveling more than one dimension. Wolf Spider recovers and attacks them. Kid Arachnid locks his mother up with the evidence so that Wolf Spider will not harm her. He reveals himself to have four bio-organic spider arms. Captain George Stacy confronts the spiders but Wolf Spider, throws lockers on him to prevent him from interfering. Kid Arachnid tries to use web on him but he is pulled and much to his confusion, their shard is glowing and Wolf Spider reveals that he also has the shard that came to his universe to follow them. Spider-Man attacks him until he uses his bio-organic spider arms to capture the two. He is about to kill them until Spider-Woman interferes and uses her webs to tie him to the wall but he breaks free and claims that only he will survive. However, debris from the force of his strength starts falling but Spider-Woman is able to save her father and he flees. Wolf Spider takes Kid Arachnid and is about to take the rest of the shards but Spider-Man takes him down and reveals to have them. Spider-Man gets the rest of the fragments which fully fixes the Siege Perilous. After letting his mother out, she asks if this is what being Spider-Man is really like with Kid Arachnid revealing like it's almost everyday. Rio finds it exciting until Captain Stacy returns to arrest the spider-themed heroes. Aunt May gives them a hint of escaping through the blast hole in the wall which is how all spider-people get in and they leave the station.

At the Morales apartment, Miles celebrates for being back home but Gwen is sad that he can walk in and out with his costume on but she doesn't. Peter assures and reasons that he thought his Aunt May would be mad at him for keeping his secret from her but she was actually proud and that parents can surprise anyone. Rio enters with the tres leches cake that she saved which surprises Miles. She reveals that she wasn't going to eat it alone, that she froze it and knew that he would make it back. Miles believes that it's time for him and Peter to say goodbye and requests that he say goodbye to the Web-Warriors for him and Peter tells him that they will be missing their "Kid Brother". Rio is confused by the team's name and Miles reveals that they are friends of his who have kind of been like a family to him. The wall is blasted by Wolf Spider who has returned and it knocks Rio out. Miles in shocked, asks the villian on how he knew where he lived and Wolf Spider tauntingly reveals that his world had a Miles Morales as well and that his life will end as his Miles did and knocks him out. Peter reveals that he doesn't care who he is but it was a mistake to attack a spider in their own home. Wolf Spider then reveals that: In every universe, Peter Parker stands for heroism and responsibility but not him. He then takes off his mask to reveal himself as an evil Peter Parker much to everyone's shock. He then reveals that in his world, his name strikes fear into the hearts of those who hear it and that he destroyed every fool who held such pathetic ideals. He also reveals that until a shard of the Siege Perilous came to his world, he thought he was the only Peter Parker but with the fully complete Siege Perilous, he will be. He steals the Siege Perilous and escapes with it. Gwen asks why he would leave them alive but Peter knows that he's luring them into a trap but they decide to follow him before it becomes the end of all reality.

Spider-Man comments that Wolf Spider may be an evil version of him but he leaves destruction for them to follow. Spider-Woman agrees with Kid Arachnid assuring that they were not prepared for it. They track him to an underwater cave and discover that Wolf Spider has used the Siege Perilous to drain the life-force of every spider-based character in the multiverse. This causes him to become bigger and stronger and he reveals that he knew that they wouldn't resist his little "invitation". They fight but Wolf Spider proves to be stronger than them until Kid Arachnid shocks him and points that he hasn't got *their* life forces but Wolf Spider drains Kid Arachnid's life force. He then drains Spider-Woman's life force before Spider-Man permits Wolf Spider into claiming his life. Once Spider-Man is taken to the world where the Spider people are held, he sees Kid Arachnid and Spider-Woman there with them questioning him on letting the villain win. However, Spider-Man reveals that he has a plan and convinces them to not give up. This succeeds when Spider-Man reveals to Wolf Spider that since all the Spider-People, he drained the power of heroes and since every Peter Parker is a good guy but since he is evil, he poisoned himself with their life forces. Wolf Spider then shatters apart, with his body now trapped in other dimensions he cannot escape and all the life-forces of every Spider-Man he absorbed were restored back to all of them from their different dimensions due to Spider-Man being the center of their universes. Picking up the Siege Perilous, Kid Arachnid then points out that it was win.

The three then leave the lair but run into Captain Stacy with Spider-Man believing that he's come to arrest them again. Spider-Woman is about to reveal her identity but Captain Stacy reveals that he now knows that his daughter is Spider-Woman because after he followed a trail to an explosion to Miles' apartment, that Rio helped him see things with a new perspective and understands why she couldn't tell him and he and Gwen make amends. Spider-Man gets ready to leave back to his universe. Ultimate Aunt May prepares Spider-Man for his departure while pointing out that he has an Aunt May in his world and that they never let Peter Parkers go without being prepared. Kid Arachnid and Rio then appear and Spider-Man believes it to be goodbye but Kid Arachnid reveals that he and his mother have been talking with her adding that she doesn't have any other family, except her son and that wherever he is that will be home and Kid Arachnid points out that his world has a new spider hero to protect it. Spider-Man is surprised by this and Kid Arachnid reveals that someone's got to keep the Web-Warriors in line in which Spider-Man agrees. Aunt May bids farewell to Spider-Man and requests that he says hi to his Aunt May for her. Spider-Man, Kid Arachnid and Rio enter the portal and return back to the main dimension. Spider-Man asks Director Fury if he missed them until Director Fury pulls out a gun and asks who he is with Spider-Man explaining it's him. Kid Arachnid believes that they've entered the wrong reality until Director Fury to everyone's surprise chuckles, which reveals that he was just joking. Director Fury congratulates Spider-Man and Kid Arachnid for saving reality and Spider-Man asks if they doubted the which has Director Fury, Madame Web and Doctor Strange walking away. Rio remarks that she is going to like living in the main universe with Kid Arachnid remarking that this dimension is *nothing*. It is indicated that Rio and Kid Arachnid now live somewhere in the main universe.

#### The Spider Slayers: Part 2

Later, Spider-Man, Scarlet Spider (who survived the crash) and Doctor Octopus (who turned back into his crippled form) head to the sunken HYDRA Island to find out Scarlet Spider's origins and Doctor Octopus's research while Spider-Woman (Mary Jane having embraced the powers of Carnage) leaves to get the Web-Warriors. Mary Jane makes it to the Triskelion where Agent Venom, Iron Spider and Kid Arachnid are training. She asks for their help with Agent Venom asking what she wants and that the training room is dangerous. She reveals that Spider-Man is in trouble and *they* are the only ones who can stop them. Iron Spider asks what happened and she reveals that he is with Scarlet Spider and Doctor Octopus on HYDRA Island. Agent Venom is angry that Scarlet Spider is alive (due to him having betrayed everyone) but Mary Jane tells them that Spider-Man's convinced that Doctor Octopus is leading them into a trap and that *they've* got to save them and prepares to leave. Agent Venom attempts to stop her by telling her they've got it and that she doesn't realize how dangerous it could be with Iron Spider pointing that she doesn't have the skills like them. She then changes into Spider-Woman in front of them, which shocks them before she easily knocks Agent Venom and Iron Spider down which shocks them even more. Having seen her amazing skills, Kid Arachnid votes that she goes with them and they all go to HYDRA Island. During the flight in the Web-Warriors' ship, Spider-Woman points that she doesn't understand because Iron Spider saw where HYDRA go down. He assures that he did but wonders if the fortress has some kind of radar cloak that's still active and that they can't dive into it blindly, that they will get lost and time is of the essence. Spider-Woman then realizes that she didn't know that being super hero meant so much waiting. Later, after Doctor Octopus (whose appearance was changed again by nanobots to a healthy-looking man with a green and yellow costume) escapes after turning Arnim Zola on, Zola controls HYDRA Island to rise which catches the attention on Agent Venom. Iron Spider realizes that the weapons of HYDRA Island are back online and is heading for New York City. In the fortress, Ben (who learned that he is a Half Human/Half Synthezoid) becomes leader of the "**Spider Slayers**" (consisting of Bone Spider, Ghost Spider and Goliath Spider), they prepare to end Spider-Man until the Web-Warriors arrive. Agent Venom still believes that Scarlet Spider is evil before the two teams fight. Agent Venom and Kid Arachnid fight Goliath Spider and web him up but he breaks free. Much to the surprise of everyone, Scarlet Spider is revealed to have turned against Zola and has ordered the Spider Slayers to stand down. He reveals that he was pretending to follow Zola before turning against him which angers Zola into attacking them all. However, Spider-Man destroys the life computer which shuts down Zola and Spider-Woman and Kid Arachnid congratulate him. However, the Spider Slayers start melting and require stasis pods. Scarlet Spider asks for help and the others help him get them into the pods. Kid Arachnid forgives Scarlet Spider and Spider-Man hugs Spider-Woman and thanks her for brining the team. She then realizes that there might be something to being a super hero after all until everyone is interrupted by HYDRA Island starting to fall apart without Zola to control it. They take the Spider Slayers with them into their ship and escape the destroyed fortress with Kid Arachnid stating that the mission was awesome. After helping the Spider Slayers, Spider-Woman comments that "Scarlet and the Spider Slayers" is something her mother would've liked in the eighties. Spider-Man is proud that with Scarlet Spider, the Spider Slayers helped save the day but Agent Venom still doubts him but Spider-Man defends that his past doesn't matter and that there is a future for him to look to. They then discover that Zola had stowed away into Spider-Man's communicator but he simply throws Zola into the ocean where he can never be found forever. Spider-Man tells the team that it wasn't easy but they have stopped HYDRA for good. They then travel to the Triskelion.

#### The Spider Slayers: Part 3

While arriving at the Triskelion, the team complain of space after letting the Spider Slayers out. Goliath Spider accidently bumps in Spider-Woman who tells him to watch, calls him big guy and to budge up. He turns into his metal self knocks her away which has her comment classy. Agent Venom asks Bone Spider for help and Bone Spider agrees to use his spike to get rid of some "dead weight" but Kid Arachnid tells him to not get all testy and that they just don't like being crammed in. Ghost Spider decides to make half his body invisible which freaks him out until Spider-Man announces that they are at the Triskelion. Scarlet Spider is worried due to what he did but Spider-Man assures him that everything will be alright but Iron Fist, Power Man, Nova and Squirrel Girl attack him and the Spider Slayers for betraying them all. The Web-Warriors try to get them stop with Kid Arachnid trying to stop Power Man and Goliath Spider fighting but Agent Venom is the only member to believe that Scarlet Spider is still betraying them. Spider-Man manages to convince Scarlet Spider to get the Spider Slayers to stop and everyone stands down. However, Agent Venom and the others including Iron Spider still don't trust Scarlet Spider when they suggest that they lock him up after watching Spider-Man, Dr. Connors and Kid Arachnid study them and put them into their pods. Before anyone can get sleep, the alarm goes off and it's revealed that there is a breech in the security system which makes the whole building go on lock down. Kid Arachnid guesses that the breech has been coming from Dr. Connors lab with Spider-Woman asking if anyone knows who did it. Spider-Man suggests that Nova left the popcorn in the microwave again until they see that Nova along with Iron Fist, Power Man and Iron Spider have been taken down. Agent Venom is quick to believe that Scarlet Spider or the Spider Slayers did it before Spider-Man points out that Scarlet Spider was with them and that the Spider Slayers are still in their pods. This makes Spider-Woman realize that someone else did it and because of the lockdown, they must still be in the building which makes everyone worried. Dr. Connors examines them and reveals that they're not just unconscious but they are in some sort of coma. Before Agent Venom can accuse Scarlet Spider, Spider-Woman points out that they should not jump to conclusions and reasons that they need more proof and whatever happened could've been caught on cameras with Spider-Man appreciating her thinking. They head to the security office but find it all destroyed. Spider-Woman discovers that everything has been slashed by something razor sharp. After having Squirrel Girl's squirrels sniff it out until they smell snacks on Scarlet Spider. Agent Venom believes that he is covering his tracks but Spider-Man tells him to not jump to conclusions and everybody believes that Scarlet Spider didn't do it. Spider-Woman believes Scarlet Spider to be the most likely suspect and Agent Venom suggests locking him up but Scarlet Spider angrily assures that he will do it himself. He enters his own pod as a way to prove his innocence and to gain everyone's trust back. After locking him up, the Web-Warriors and Squirrel Girl leave to find the real suspect. While the others look in different rooms, Kid Arachnid decides to check the generator room. While swinging, Spider-Man asks if she thinks that Scarlet Spider is guilty and answers no but she isn't sure he is innocent and believes about him being controlled like he controls the Spider Slayers. The power goes with Agent Venom reporting it to be out on the east side as well as the west. When Spider-Man tries to make contact with Kid Arachnid, he doesn't answer and the two along with Agent Venom and Squirrel Girl head to the generator room. They find that the generator has also been slashed and find Kid Arachnid taken down. Dr. Connors confirms that he is in the same situation as everyone else but is suffering instablitating exhaustion. Much to the annoyance of Spider-Man, Agent Venom believes Scarlet Spider to be a "spider vampire" but Spider-Man points out that Scarlet Spider is in his pod and Spider-Woman asks if he is sure. They discover that he is out of his pod with Agent Venom believing to have known it all along. Spider-Man points out that the pods can only be opened from the outside and someone let him out. Squirrel Girl points out that whoever it was wasn't interest in the Spider Slayers who are also in their pods. They discover Synthezoid fluid and follow it to the lab. They then hear someone say that he needs to feed which makes Spider-Man recognize the voice as: Kaine. This confuses Spider-Woman until Kaine reveals himself to have changed hideously with tendrils. They fight him with Squirrel Girl getting taken down. Scarlet Spider tries to use a gadget to overload him but Agent Venom prevents him still believing that he is betraying them. However, after trying to get the Spider Slayers to fight Kaine, Kaine becomes the new leader and the Spider Slayers betray everyone. They gain the upper hand in the fight and before they can finish them off, Iron Spider, Kid Arachnid and Spider-Woman intervene. She and Kid Arachnid attack Kaine and Spider-Man becomes confused by their recovery. Spider-Man is attacked by Bone Spider but kicks him away. Kid Arachnid reveals that human spider recovers a lot quicker than Synthezoids while kicking Goliath Spider away. Spider-Man then suggests the divide and conquer strategy and Kid Arachnid fight Ghost Spider who uses his invisibility to phase through the wall but Agent Venom gives Kid Arachnid a "doorway". They both fight outside and move from a falling Goliath Spider. Kid Arachnid decides that two can play in "ghost mode" which he uses his invisibility to fight Ghost Spider. As Kaine has the upper hand against Spider-Man, Agent Venom and Scarlet Spider, the Web-Warriors throw the other Spider Slayers onto him. Spider-Man orders him to surrender but to their shock Kaine absorbs the Spider Slayers into himself which turns him into the "**Ultimate Spider Slayer**". The Web-Warriors attack him but he proves to be too strong and at one point Kid Arachnid uses his venom blast but it has no effect and is knocked out. Kaine begins to absorb Scarlet Spider into him but Agent Venom enters Kaine with the device to save Scarlet Spider and Kaine starts to overload while the other Web-Warriors watch and Kaine with the Spider Slayers finally explodes, destroying him for good. They all clean up and Agent Venom apologises to Scarlet Spider for not trusting him and admits he was wrong about him with Scarlet Spider also admitting everything he thought about him as well. Kid Arachnid admits to Spider-Man that he was the one who never doubted Scarlet Spider for a second with Spider-Woman pointing out with even all the evidence against him. Spider-Man points out that it wasn't him but Scarlet Spider because he always chose their side and is as human as the rest of them. This makes everyone in S.H.I.E.L.D. Academy trust Scarlet Spider again.

#### Graduation Day: Part 1

Later on graduation day, after Doctor Octopus threatens Aunt May's life, Spider-Man assembles all of his teams and informs them about what happened. He reveals that Doctor Octopus's overconfidence is his weakness and asks if they are all in and they agree. He shows them the locations of Doctor Octopus's old labs and his well known associates which should lead them all straight to him. Spider-Man reveals that they will all tackle these labs at once and show Doctor Octopus that they are not kids anymore. After Spider-Man, his classic team and the New Warriors are able to apprehend Scorpion, Crossbones (whom Doctor Octopus kidnapped because of his treatment from him and has had him turned into a lizard), Kraven and Vulture, Spider-Man is contacted by Iron Spider that they've found Rhino at the boathouse and leaves to help the Web-Warriors defeat him. Rhino is busy charging and trying to grab at the team but they keep dodging him. Kid Arachnid makes a joke about running into Rhino when he actually ran into him which makes Spider-Woman annoyed by bad jokes and realizes that they've been hanging with Spider-Man too long (even though Scarlet Spider doesn't take the jokes either). Agent Venom claims that Rhino doesn't know the meaning of the word friend and gives a hint of not stabbing a team in the back. He and Rhino attack each other and Agent Venom webs him up. Rhino breaks through them while under mind control, claims that Doctor Octopus commands before punching Agent Venom away but Spider-Man catches him. Spider-Man tells him to cut Rhino some slack and that Doctor Octopus has messed with is mind over and over again with Scarlet Spider agreeing that Doctor Octopus's mind control isn't easy to get over. Iron Spider suggests determining Rhino's motives after they contain him which the team agrees on and attack Rhino. They web and grab at him but he easily breaks free. Spider-Man tells Kid Arachnid and Spider-Woman to lead him to the water which makes Kid Arachnid annoyingly see that he now wants Rhino to follow him. Spider-Woman asks what his plan is and hopes that rhinos hate getting wet before dodging Rhino. He attacks them but they dodge him and fool him into falling into the water. Spider-Man then orders to shoot the freeze webs which trap Rhino in place and Spider-Woman finds that a clever move. Spider-Man calls Alexander from the inside on where Doctor Octopus is before he reveals that Doctor Octopus is close to them which makes Spider-Man think is New York but Rhino reveals that he is much closer. Doctor Octopus appears from under the water before he taunts Spider-Man for not listening to him. Spider-Man realizes that Doctor Octopus was hiding underwater which he never saw coming. Doctor Octopus attacks the Web-Warriors while telling Spider-Man that he was warned before calling Spider-Man a pathetic child and angrily tells him that he gave him an ultimatum in which he chose to ignore and that becoming Spider-Man again will be his final mistake. Spider-Man tells him that *he* made the mistake and tells him that he can eat his breakfast but he can never threaten Aunt May. Spider-Man and the Web-Warriors are able to defeat him by having Iron Spider shocking him. Spider-Man congratulates the team because they just wrapped the battle up and ready for graduation day. gent Venom tells him that he did it by stopping his greatest enemy and that it's finally over. Spider-Woman tells him that Aunt May is safe because of him and that it's got to feel good. Spider-Man reasons that she is safe because of *them*. He assures that he knows that they joined this team because of circumstances between each of them but the way they've come together, he is proud of them all. Iron Spider the names Spider-Man the Nerd, Agent Venom the Jock, Spider-Woman the Cool Girl, Scarlet Spider the Tough Guy and Kid Arachnid the Kid From Another Dimension. He also reveals to Spider-Man that this unlikely arrangement would never have formed if it were for him. Spider-Man assures that they were always going to be heroes and that he is glad that he got to see it happen. Scarlet Spider and Agent Venom decide to break the moment by taking Doctor Octopus to prison so that they can graduate. The Web-Warriors make it in time and after they take Doctor Octopus and his associates to the security floor, they see that everyone they know is at the graduation like the Avengers, Doctor Strange, Director Fury, Walter and Amanda Cage. Unfortunately, while Spider-Man is bringing Aunt May, Doctor Octopus and his associates break out. It is revealed that Doctor Octopus wanted Spider-Man and his teams to bring him and his **Superior Sinister Six** in and that it was a setup. After threatening to kill Aunt May, Doctor Octopus makes Spider-Man take a cure to cure him of his powers before creating a hard-like shell dome to trap the heroes.

#### Graduation Day: Part 2

Kid Arachnid is one of the few heroes trying their best to break out of the dome but keeps on failing. Doctor Octopus watches and taunts the heroes about being nothing before him before he sees that Norman is not in the dome and leaves for Oscorp. After Norman helps Spider-Man get his powers back (he is also revealed to be aware of his identity as Peter Parker after recovering his memories as Green Goblin), Spider-Man defeats the Superior Sinister Six like curing Vulture, Crossbones and Rhino back to normal and defeating Scorpion and Kraven. After battling and curing Doctor Octopus back to normal, Spider-Man redeems him by reasoning with him to think about helping someone other than himself. The heroes are close to being crushed before Spider-Man comes to the rescue until Dr. Otto Octavius arrives and helps him destroy the dome. Kid Arachnid along with the other heroes are surprised by Dr. Octavius's redemption and Kid Arachnid graduates. After they complete the ceremony, Dr. Octavius willingly turns himself in and is taken by Iron Man to prison to possibly begin his redemption.

## Relationships

### Family

* Jefferson Davis † - Father
* Rio Morales - Mother

### Friends and Allies

* Web-Warriors (Mainstream Universe) - Teammates
	+ Spider-Man/Peter Parker - Ally, Friend and Teammate
	+ Agent Venom/Flash Thompson - Ally, Friend and Teammate
		- Venom (mass-produced version) - Ally
	+ Iron Spider/Amadeus Cho - Ally, Friend and Teammate
	+ Scarlet Spider/Ben Reilly - Ally, Friend, Teammate and Former Enemy
* Spider-Man's Classic Team - Allies Teammates
	+ White Tiger/Ava Ayala - Ally and Teammate
	+ Iron Fist/Danny Rand - Ally and Teammate
	+ Power Man/Luke Cage - Ally and Teammate
	+ Nova/Sam Alexander - Ally and Teammate
* New Warriors - Allies Teammates
	+ Cloak/Tyrone Johnson - Ally and Teammate
	+ Dagger/Tandy Bowen - Ally and Teammate
	+ Squirrel Girl/Doreen Green - Ally and Teammate
	+ Triton - Ally and Teammate
* Web-Warriors (Alternate Universe) - Allies/Friends
	+ Spider-Man 2099/Miguel O'Hara - Ally
	+ Spider-Girl/Petra Parker - Ally
	+ Spider-Man Noir/Peter Parker - Ally
	+ Spider-Ham/Peter Porker - Ally
	+ Spyder-Knight/Peter Parker - Ally
	+ Blood Spider/Peter Parker - Ally
	+ Web Beard/Peter Parker - Ally
	+ Web-Slinger/Peter Parker - Ally
	+ Spider-Gwen/Gwen Stacy - Ally
	+ Spider-Punk/Peter Parker - Ally
	+ Other Alternate Reality's Good Spider-Men - Allies
* S.H.I.E.L.D.
	+ Nick Fury - Ally
	+ Lizard/Dr. Curt Connors - Ally and Former Enemy
	+ Madame Web/Julia Carpenter - Ally
	+ Leo Fitz - Former Mentor
	+ Jemma Simmons - Former Mentor
* S.H.I.E.L.D.'s Academy - Allies
	+ Patrioteer/Harry Osborn - Ally and Teammate
	+ Spider-Woman/Carnage Queen/Mary Jane Watson - Ally and Former Teammate
		- Carnage (Second Version) - Ally
	+ Rhino/Alexander Sytsevich - Ally and Former Unwilling Enemy
	+ Vulture/Adrian Toomes - Ally and Former Unwilling Enemy
* Oscorp
	+ Green Goblin/Iron Patriot/Norman Osborn - Ally and Former Enemy
* Other Allies
	+ Doctor Strange/Dr. Stephen Strange - Ally
	+ Doctor Octopus/Dr. Otto Octavius - Ally and Former Enemy
	+ Lizard King/Curt Connors - Ally and Former Unwilling Enemy
	+ White Tiger/Ava Ayala (Vampire Universe) - Ally and Former Unwilling Enemy
	+ Iron Fist/Danny Rand (Vampire Universe) - Ally and Former Unwilling Enemy
	+ Power Man/Luke Cage (Vampire Universe) - Ally and Former Unwilling Enemy
	+ The Groot - Ally
	+ Dread Pirate Duck - Ally and Former Enemy
	+ Cosmo - Ally and Former Enemy
	+ Rocket - Ally and Former Enemy
	+ Phantom Rider/Ben Parker - Ally and Former Unwilling Enemy
	+ Mr. Fixit/Bruce Banner - Ally
	+ Thunderbolt/Thaddeus Ross - Ally
	+ A-Bombardier/Rick Jones -Ally
	+ George Stacy - Ally and Former Enemy
	+ Aunt May (Ultimate Universe) - Ally

### Enemies

* Sinister Six - Enemies
	+ Ultimate Green Goblin/Norman Osborn - Arch-Nemesis and Attempted Killer
	+ Electro/Max Dillon - Enemy
	+ Hydro-Man/Morris Bench - Enemy
* HYDRA - Enemies
	+ Arnim Zola - Enemy
	+ Baron Karl Mordo - Enemy
	+ Spider Slayers (Synthezoids) - Enemies
		- Kaine † - Enemy and Attempted Killer
		- Bone Spider † - Former Ally turned Enemy
		- Ghost Spider † - Former Ally turned Enemy
		- Goliath Spider † - Former Ally turned Enemy
* Other Enemies
	+ Ultimate Doctor Octopus/Dr. Otto Octavius - Enemy
	+ Batroc the Leaper/Georges Batroc - Enemy
	+ Wolf Spider/Peter Parker - Enemy and Attempted Killer
	+ Kraken - Enemy
	+ Doc. Ock Holiday/Otto Holiday - Enemy and Attempted Killer
	+ Mr. Negative/Martin Li - Enemy and Attempted Killer
	+ Hammerhead/Joseph Lorenzini - Enemy

## Powers and Abilities

### Powers

* **Genetically Enhanced Attributes:** After Miles was bitten by a genetically-altered spider, he gained spider-like abilities and uses them to fight crime and villainy.
	+ **Superhuman Strength:** Kid Arachnid possesses superhuman strength, he is strong enough to easily destroy mechanical robots from S.H.I.E.L.D and hold many tons of weight when needed. It is stated that Kid Arachnid can lift about 20 tons.
	+ **Superhuman Durability:** Kid Arachnid's body is physically tougher and more resistant to some types of injury than the body of a normal human. He has endured blows from beings with strength much greater than his own, fallen many meters in the air, and even been hit through steel walls.
	+ **Superhuman Agility:** Kid Arachnid is very agile and can easily do back flips in the air.
	+ **Superhuman Equilibrium:** After being bitten by the mutated spider, Kid Arachnid can balance himself on any object no matter small or narrow.
	+ **Superhuman Reflexes:**Kid Arachnid's reflexes are above even the finest human athlete. He has shown that he can dodge strikes from beings with supernatural speed, gunfire, and energy blasts.
	+ **Spider-Sense:** Kid Arachnid can sense dangers that happens moments before it actually happens, which enhances his reflexes. It works like a alarm that sounds when danger is near.
	+ **Wall-Crawling:** Being injected by the mutated spider, Kid Arachnid can crawl along surfaces much like a spider would.
	+ **Venom Blasts:** Unlike his counterpart, Kid Arachnid can generate powerful stun attacks from his hands, that are strong enough to even make the Ultimate Goblin paralyzed & fazed for several moments.
	+ **Camouflage:**  Miles can mimic the background of any environment.
	+ **Regenerative Healing Factor:** Kid Arachnid's peak-human metabolism allows him to heal from injuries faster than normal. Though major injuries, loss of blood, organs or amputated limbs will not regenerate.

## Appearances

### Ultimate Spider-Man

#### Comics

##### **Marvel Universe Ultimate Spider-Man: Web Warriors - Spider-Verse**

* Marvel Universe Ultimate Spider-Man: Web Warriors - Spider-Verse #3
* Marvel Universe Ultimate Spider-Man: Web Warriors - Spider-Verse #4

##### **Marvel Universe Ultimate Spider-Man vs The Sinister 6**

* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #3
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #4
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #5
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #8
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #9
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #10
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #11

## Trivia

* Miles Morales' first appears on Phil Coulson's list of the potential students to portray Spider-Man in a play for high school. The list from first to fifth (the only choices shown) are: Flash Thompson (the one that gets the part), Sam Alexander, Ava Ayala, Miles, and Peter Parker (the Spider-Man in this universe and the person to play the hero in the end).
* As of Season 4, the way how Miles is now currently stuck in the current original Marvel Animated Universe, is similar to his current status of being stuck comic book's Earth-616 main Marvel Universe as of the last issue of Secret Wars event - onwards. Yet, when entrusting Gwen Stacy to protect his former universe, Miles along with his mother, Rio decide to stay in the main universe for a good reason to keep Web Warriors members from each alternate universe in touch.
* Wolf Spider reveals that his world had a Miles Morales in it and that he killed him.
	+ This is similar to how the Peter Parker in Miles' world is deceased.
* He along with Scarlet Spider managed to graduate despite being in S.H.I.E.L.D. Academy for only one season.
* He is not to be confused with an alternate reality version of Miles Morales who attends Midtown High School.

## Background Information

* Spider-Man (Miles Morales) is voiced by Donald Glover. In May 2010, a fan suggested Glover for the role of Peter Parker in the then-upcoming *The Amazing Spider-Man* 2012 film, encouraging his supporters to retweet the hashtag "#donald4spiderman". The campaign, originally started to see how far social networking could carry a message, quickly gained a large following. The call for Glover to be allowed to audition for the role was supported by Spider-Man creator Stan Lee. Comics writer Brian Michael Bendis, who announced an African-American version of Spider-Man a year later, said he had conceived of the character before Glover's campaign went viral. Bendis gave credit to Glover for influencing the new hero's looks; on seeing him dressed as Spider-Man on Community (a nod to the campaign), Bendis said, "I saw him in the costume and thought, 'I would like to read that book.'"http://www.usatoday.com/story/life/tv/2014/08/26/donald-glover-ultimate-spider-man-exclusive/14559815/
* Peter Parker meeting Miles Morales and teaming up together to save their universes can be an adaptation of the Spider-Men storyline except Goblin takes the role of Mysterio.
* The Spider-Men storyline in which Peter meets Miles was originally written by Ultimate Spider-Man writer Brian Michael Bendis. However, Bendis didn't write The Spider-Verse: Part 3 episode in which Peter meets Miles on the show.