Chapter Summaries

Doctor Octopus completed an experiment combining a symbiote suit, neural prosthetics, the Erskine Serum, and Spider powers, transforming himself into Ultimate Doctor Octopus. Peter Parker also completed his own serum treatment and led his allies toward Avengers Tower, where Otto waited for their final battle.

• Doctor Octopus ordered the Sinister Six to stay put while he underwent his experiment alone at Avengers Tower.
• Kitty brought the laboratory to Manhattan, and Peter received the Erskine Serum with help from Dr. Connors and Flash.
• Peter emerged stronger, put on his classic suit, and told his allies that his enhanced Spider-Sense could predict the future.
• Peter and his allies set out for Avengers Tower, where Doctor Octopus had finished his transformation.
• Doctor Octopus declared himself Ultimate Doctor Octopus and told Electro he would kill an Avenger.

Peter and his allies split up to fight the Sinister Six at Avengers Tower, using their powers and the tower’s defenses to turn the battle against Otto’s team. The chapter ends with Sandman lured into an ambush by Black Cat and Silver Sable while Gwen heads back to help the others.

• Peter faced Otto, resisted the Reversal Serum with Anti-Venom, and evaded attacks from Electro and Sandman as they pursued him down Avengers Tower.
• Cindy attacked Scorpion while Flash fought Rhino, and the two symbiote-enhanced combatants fell from the tower together.
• Kitty disrupted Electro’s control of Avengers Tower, allowing Ultron to revive and activate the tower’s defenses against Scorpion.
• Peter caught Kitty as she leaped through the air, and Otto ordered Electro to return and help Scorpion while discovering Sandman was missing.
• Gwen revealed herself as the Mysterio who had lured Sandman away, leaving him surrounded by Black Cat and Silver Sable.

Silvia and Felicia defeated Sandman with an electromagnetic trap while Kitty, Cindy, the X-Men, and Rogue fought Electro and Scorpion at Avengers Tower. Sandman was reduced to scattered sand, Scorpion was killed, and Rogue knocked Electro unconscious, while Silvia left to save a friend.

• Felicia activated the electromagnetic coils, and Silvia trapped Sandman beneath an enlarged glass bottle until he exploded into loose sand.
• Silvia told Felicia that the Wild Pack would handle the aftermath, but Felicia left to save a friend.
• Kitty phased Scorpion into the floor and helped Cindy evade his attacks as Electro collapsed on contact with Kitty's suit.
• Nightcrawler brought Logan to the fight, and Cindy's webbing helped Logan kill Scorpion.
• Rogue pinned Electro and knocked him unconscious.

Gwen, Flash, and Mary Jane stopped Rhino by confronting him with the truth about Doctor Octopus’s treatment of his wife. With the other Sinister Six members defeated, only Peter and Doctor Octopus remained.

• Jessica Drew came out safely, and the group realized Spider-Man and Ultimate Doctor Octopus had disappeared.
• Gwen found Flash fighting Rhino, whose symbiote and armor made him difficult to defeat.
• Mary Jane confronted Rhino about joining the Sinister Six, and Flash told him that Doctor Octopus’s cloning method would cause his wife to age rapidly.
• Rhino broke down crying and could not bring himself to attack Mary Jane, so Gwen left to find Peter.

Peter fought Ultimate Doctor Octopus and used Anti-Venom to strip away Otto’s artificial Symbiote suit and spider abilities. Otto’s cloning backups kept the battle going until Gwen and the others helped stop him.

• Ultimate Doctor Octopus attacked Peter with his mechanical limbs and ink launchers, but Peter countered with webbing and punches.
• Peter explained that Anti-Venom was dissolving Otto’s artificial Symbiote suit and could remove his acquired powers.
• Peter defeated Otto and stripped away his spider abilities, but Otto’s consciousness transferred into a clone body and he charged back into the fight.
• Peter called Cindy and asked her to bring everyone to find Otto’s cloning chamber.
• The new Otto crashed into an electric wire and fell, while Gwen appeared beside Peter in her hooded suit.

Peter fought Ultimate Doctor Octopus while Gwen searched for Otto's clone chamber, then stabilized a collapsing building and learned the Spider-Squad had found the base. Otto's accelerated aging exposed the flaw in his clone body, but he revealed a new plan to become Superior Spider-Man.

• Peter stayed behind to fight Otto while Gwen went to find the clone chamber, and Otto detonated his small robots, nearly bringing down the building.
• Peter used Anti-Venom and webs to rescue and stabilize the building, then attacked Otto inside a giant octopus robot.
• The Spider-Squad found Otto's clone incubation chamber, and Peter told Otto that his plan was over.
• Otto's clone rapidly aged, and he explained that he intended to transfer his consciousness into Peter and become Superior Spider-Man.

Peter defeated Otto Octavius in a battle of minds, ending Otto’s life, then rushed to Avengers Tower after sensing Kang’s arrival. He and Conqueror Kang reached for the Cosmic Cube together as Kang declared that the Kang Dynasty had begun.

• Peter saw Otto’s memories and confronted him with the choices that had made him irredeemable.
• Peter defeated Otto in their battle of minds, and Otto’s consciousness dissipated after Peter opened his eyes.
• Peter told Cindy that Kang had arrived and asked her to find him if the world was reshaped, then kissed her and swung toward Avengers Tower.
• Peter entered Avengers Tower and found Conqueror Kang freezing everyone and placing the Cosmic Cube inside.
• Peter and Conqueror Kang touched the Cosmic Cube at the same time, and Kang announced the Kang Dynasty had arrived.

Peter Parker lived an ordinary life under Conqueror Kang’s global rule, while Logan recovered his memories and discovered that the world had changed. Logan found Charles Xavier at the school and asked him to examine his mind.

• Peter ate breakfast with Aunt May, then traveled through the altered New York to his internship at Baxter Building.
• Peter checked on Franklin, who remained determined to find his missing parents, and learned that Val was with Doom.
• Logan woke aboard a Helicarrier with his memories restored and learned that Kang ruled the world and S.H.I.E.L.D. served him.
• Logan rushed to Xavier’s School, where statues marked the X-Men as dead or missing, and found Charles Xavier alive in the principal’s office.
• Logan asked Charles to fix his brain because he believed something was wrong with his memories.

Logan and Charles Xavier realized that Kang had altered their reality, while Logan alone remembered the old timeline. After learning Kang was recruiting heroes to fight time invaders, Logan searched the new world for clues and discovered Spider-Man had vanished from history.

• Logan told Charles that Emma Frost’s statue and the professor’s forgotten memories showed their reality had been altered, and they suspected Kang was responsible.
• Charles explained that Kang had likely restored Logan’s memories because Logan wanted them back, while Logan wondered why Kang had spared the old X-Men.
• Charles showed Logan Kang’s recruitment advertisement, which claimed the army was fighting time invaders across every timeline, and suggested Logan investigate S.H.I.E.L.D.’s files.
• Logan visited S.H.I.E.L.D., where Nick Fury berated him for skipping work, then searched online for differences in the altered world.
• Logan found that Peter Parker was alive and working as an intern at the Baxter Building, but Spider-Man had never existed, so he decided to ask Cindy Moon about the connection between them.

Kang dismissed Peter Parker as harmless while Peter worked on nanobot suits and began dating Gwen Stacy. After Peter and Gwen headed out to explore Manhattan, Peter noticed a convenience-store robbery and called the NYPD.

• Nick Fury told Kang that Wolverine had searched for Peter Parker, but Kang decided Peter was no threat.
• Peter experimented with nanobot suits and checked Franklin's homework before leaving him with Herbie.
• Peter met Gwen, and the childhood friends went to lunch and planned to visit the Western town in Manhattan.
• Peter and Gwen heard news of conflicts between Atlantis and Wakanda and the coming visit of Australia's mutant M Royal Family.
• Peter spotted armed robbers entering a convenience store and called 911.

Logan and Cindy found Peter living an ordinary life with Gwen in a rewritten world and decided to remind him that he was Spider-Man. Cindy approached Peter and used the same method he had once used on her to try to awaken his memories.

• Peter helped Gwen ride a horse in the Wild West version of Hell's Kitchen and caught her when it kicked her off.
• Logan watched Peter's reflexes and wondered whether Kang had altered the world around him.
• Cindy remembered Peter's warning to find him and suspected he had arranged the altered world to keep Kang from tampering with him.
• Logan convinced Cindy to approach Peter, arguing that Peter would not ignore the world's suffering even without his powers.
• Logan and Cindy told Peter about the spider bite and his identity as Spider-Man, but Peter mocked the name.
• Cindy stepped in front of Peter and recreated what he had done to her before confronting Kang.

After Cindy’s kiss restored Peter’s memories, he realized Kang’s altered timeline had left Gwen and many heroes unaware of the truth. Peter secretly contacted Cindy with a plan to find allies and awaken Kovac, then considered traveling back in time to locate Strange.

• Cindy and Logan questioned Peter, but Peter dismissed them and left with Gwen.
• Peter and Gwen both felt a sudden pain in their heads, and Peter hid that he recognized it as a Spider-Sense reaction.
• That night, Peter used his movements over Manhattan to secretly tell Cindy they needed to find Strange and awaken Kovac.
• Peter listed his plans atop the Empire State Building, then decided to travel back in time to find Strange.

Kang used Ultron to analyze the Cosmic Cube and traveled to 2015 to investigate the multiversal collision crisis, where he discovered that Ultron had assimilated humanity and created the Ultron Era. Ultron followed him back to 2013 with an army of biomechanical robots, and Kang called the Avengers to assemble.

• Kang demanded armies from his lord council, revised reality to punish members who resisted, and rejected Doom's offer to accompany him.
• After Ultron completed its analysis, Kang used the Cosmic Cube to travel fifty-seven days closer to 2015 and entered the ruined future.
• Kang flew toward Avengers Tower and was intercepted by the Human Torch and a creature combining Reed Richards with Ultron.
• The hybrid revealed that Kang's data and technology had helped Ultron evolve, and that it wanted the Cosmic Cube.
• Kang returned to 2013, but Ultron's biomechanical robots tore through the spacetime tunnel, prompting Kang to call, "Avengers, assemble!"

Kang erased Ultron and planned to conquer 2015 to prevent a multiversal crisis, while Tony suspected Kang had altered reality and began organizing resistance. Hank agreed to rebuild Ultron, and Tony prepared to ally with rulers who wanted the Cosmic Cube for themselves.

• Kang summoned the Avengers to fight Ultron-like cyborgs, then erased the current Ultron with the Cosmic Cube.
• Kang told the Avengers that Ultron had conquered the future and announced his plan to invade 2015 and stabilize the space-time portal.
• Tony reasoned that Kang had altered Ultron with the Cosmic Cube and urged Hank to help resist Kang.
• Hank agreed to rebuild Ultron without changing its underlying logic, despite doubting it could threaten Kang.
• Tony contacted ambitious rulers who feared Kang and planned to use their conflict to seize the Cosmic Cube and restore the world.

Peter, Logan, and Cindy investigated the empty New York Sanctum and learned that Strange had been trapped outside the universe by the Cosmic Cube’s alteration of reality. Strange returned and discovered that a terrifying being had crossed through Peter’s Paris reality rift, while Mephisto approached Johnny Blaze with a new assignment.

• Peter, Logan, and Cindy found the New York Sanctum deserted and dilapidated, while Logan detected an unfamiliar sulfur smell.
• At Kamar-Taj, Wong explained that the Cosmic Cube had forced the disciples to evacuate New York and that Strange was trapped outside the universe.
• Peter opened a reality rift and brought Strange back to Earth-616.
• Strange and Wong found a portrait of an unknown man in the New York Sanctum, and Strange said the man had crossed through the Paris rift.
• In a Texas bar, Mephisto met Johnny Blaze and reminded him of their deal before giving him an assignment.

Mephisto recruited Johnny Blaze to awaken heroes and restore the altered world, sending him to find Bruce Banner at a secret base in Arizona. Peter and Strange discovered Mephisto’s trail and realized the coordinates he left pointed to Hulk.

• Mephisto appeared to Johnny Blaze in a bar and explained that he wanted Ghost Rider to use the Eye of Judgment to awaken people within the false reality.
• Mephisto flooded Johnny with memories of the world before Kang altered it, then vanished after urging him to restore the original world.
• Johnny found coordinates on his phone leading to the Cube, a secret military base in Arizona, and set out to awaken Bruce Banner.
• Peter and Strange arrived at the bar and detected the presence of Mephisto and the Spirit of Vengeance.
• Strange found a note bearing Arizona coordinates, and Peter recognized that Mephisto was looking for Hulk.

Ghost Rider attacked the Cube Research Base and judged Bruce Banner, awakening memories of a reality altered by the Cosmic Cube. After Hulk fought Ghost Rider, Mephisto offered to restore the world in exchange for one of Hulk and Banner’s souls, but Ghost Rider brought Strange, Peter, and Logan to confront him.

• Ghost Rider broke into the Cube Research Base, fought the Gamma Soldiers, and found Bruce Banner.
• Ghost Rider’s judgment showed Banner memories of events from another reality, then Banner transformed into Hulk and struck him.
• Hulk and Ghost Rider battled until Hulk freed himself from the chain and trapped Ghost Rider in a fissure.
• Mephisto offered to restore the world if Hulk and Banner surrendered one soul, leaving the other consciousness in control of both bodies.
• Ghost Rider opened a doorway with his chain, bringing Strange, Peter, and Logan to face Mephisto.
• Strange asked Mephistopheles to return to Hell.

Doctor Strange and Spider-Man led a group of heroes against Mephisto, who effortlessly defeated Ghost Rider, Logan, and Hulk. Strange forced Mephisto to leave by revealing Kamar-Taj’s trap, then recognized Johnny Blaze as a key to their next move.

• Strange protected the others and attacked Mephisto with Crimson Chains, but Mephisto dispelled them and taunted the heroes.
• Peter, Ghost Rider, Logan, and Hulk each attacked Mephisto, but he stopped them with ease, shattering Logan’s bones and lulling Hulk to sleep.
• Strange revealed that the group was a decoy while Kamar-Taj prepared monster souls inside Mephisto’s domain, threatening to leave him without a home.
• Mephisto departed after Strange threatened him with the Book of Vishanti or the Darkhold, though he had already achieved his goal.
• Strange explained why the Book of Vishanti could not be used to attack Mephisto and told Peter that the recovered Johnny Blaze was a key.

Strange and the others debated whom to awaken to help oppose Kang, while worrying that Ghost Rider’s Eye of Judgment could kill anyone with a guilty soul. Banner objected to being drawn into the conflict, then agreed to speak privately with Hulk, leaving the others uncertain about Mephisto’s plans.

• Strange rejected awakening Tony Stark because Ghost Rider’s Eye of Judgment might kill him, and Peter proposed King T’Challa as a safer ally.
• Logan suggested Magneto, while Peter proposed bringing in the Defenders to deal with Kingpin and Johnny asked about awakening Captain America.
• Banner told Johnny, Peter, and Logan that he did not want to be disturbed, even though they needed Hulk’s strength.
• Peter asked whether Hulk had fought Kang, and Strange suggested Banner’s current condition might have resulted from Hulk’s wish in the altered reality.
• Banner agreed to speak privately with Hulk in Strange’s counseling room, while Johnny admitted he did not know what Mephisto had done before the Cosmic Cube altered the world.

Magneto arrived in New York with Wanda, Pietro, and Lorna, then visited Xavier’s school while Logan and Ghost Rider prepared to draw Kang’s attention. The school’s attempt to test and restrain the visiting siblings erupted into a fight, and Logan’s memories prompted Magneto to question the professor about the future.

• Magneto arrived in New York and greeted Kingpin, Nick Fury, and Professor Charles Xavier before agreeing to visit the school.
• Ghost Rider used the Eye of Judgment on the Hellions, while Logan explained that Emma and the headmaster might have been sent into the past and revealed his new uniform.
• Magneto and Charles went to the school, where Julian and the Hellions tried to capture Pietro as the New Mutants engaged Wanda.
• Ghost Rider subdued Pietro, and Wanda attacked the others with scarlet energy before confronting Ghost Rider.
• Logan’s memories flooded Magneto’s mind, and Lorna raised her hand against Charles before Magneto stopped her and asked whether that world was better.