|This article is written from the Real World perspective|
|Release date||January 31, 1998|
|Writer||John Semper, Jr.|
Spider-Man must face Spider-Carnage alone in a world where Spider-Man is beloved by all. When he's outmatched Spider-Man must seek help from the unlikeliest of people. (Series finale)
"You can't do something this horrible it just isn't in you because it isn't in me."
"I'm more you than you would ever admit."
- Gwen Stacy makes her first appearance outside of the comic books in this episode voiced by the late Mary Kay Bergman.
- Only appearance of Gwen Stacy.
Stan Lee calls Madame Web an exotic woman, while she says he is very special. That is because they are played by married couple Stan and Joan Lee.
The series was cancelled after this episode but not because of low ratings. According to John Semper, Jr. Margaret Loesch hated Avi Arad and wanted to bankrupt him so she did not commision any more episodes.