| Spider-Man |  All right. Show me your winning move. Kill me.  |
| Spider-Man | What? But you're an earlier point in my timeline. I can't-- |
| Spider-Man | We've already seen the Inheritors can't be killed. Killing's not the answer. It never is. We need to be better. And that's why I'm in charge. |
Appearing in "Spider-Verse - Part Three: Higher Ground"
Featured Characters:
Supporting Characters:
- Spider-Army
- ⏴ Spider-Man (Miles Morales) ⏵
- ⏴ Spider-Woman (Gwen Stacy) ⏵
- Spider-Ham (Peter Porker)
- Spider-Monkey (Peter Parker) (Death)
- Spider-UK (Billy Braddock)
- Captain Universe (Peter Parker) (Death)
- Spider-Man (Otto Octavius / "Peter Parker") (Main story and as Doctor Octopus in recap)
- Spider-Girl (May Parker)
- Captain Spider (Flash Thompson) (Death)
- ⏴ Spider-Girl (Anya Corazón) ⏵
- Spider-Punk (Brown)
- ⏴ SP//dr (Peni Parker) ⏵
- Spider-Man (Peter Parker) ⏵
- Spider-Girl (Betty Brant)
- Spider-Man (Max Borne) (Cameo)
- Spider-Man (Paviitr Prabhakar) (Cameo)
- Spider-Woman (Ashley Barton) (Cameo)
- Prince of Arachne (Peter Parker) (Cameo)
- ⏴ Spider-Man (Miguel O'Hara) ⏵ (Shadow only)
- ⏴ Lady Spider (May Reilly) ⏵ (Cameo) (Shadow only)
- ⏴ Six-Armed Spider-Man (Peter Parker) ⏵ (Cameo) (Shadow only)
- ⏴ Black Widow (Jessica Drew) ⏵ (Cameo) (Shadow only)
- ⏴ Scarlet Spider (Kaine Parker) ⏵ (Cameo) (Shadow only)
- ⏴ Spider-Man (Ben Reilly) ⏵ (Cameo) (Shadow only)
- Benjy Parker
Antagonists:
Other Characters:
- Karn
- Spider-Wolf (Peter Parker) (First appearance; dies)
- Master Weaver
- Daemos (Corpse, skeleton or other remains) (Cocooned under a web-ball)
- Daily Bugle (First appearance)
- J. Jonah Jameson (First appearance)
- Betty Brant (First appearance)
- 60's Peter Parker (First full appearance)
- Spencer Smythe (First appearance)
- Marla Madison (First appearance)
- Miles Warren (First appearance)
- Superior Spider-Army (Mentioned)
- Spider-Woman (Jessica Drew) (Mentioned)
- Spider-Man Noir (Peter Parker) (Mentioned)
- Silk (Cindy Moon) (Mentioned)
- Gwen Stacy (Mentioned) (Deceased)
- Peter Parker (Mentioned) (Deceased)
- Miles & Peter's special mission (Mentioned)
Races and Species:
Locations:
- Earth-13
- Earth-001
- Earth-13989 (First appearance)
- 2099 A.D.
- Earth-67 (First appearance)
- Earth-802
- Earth-616 (Mentioned)
- Earth-90214 (Mentioned)
- Earth-65 (Mentioned)
Items:
- Web-Shooters
- Red and Blue Suit
- Superior Spider-Man's Suit
- Way of the Spider
- Karn's Staff
- Cloaking Device
- SP//dr Suit (Cameo)
- Scarlet Spider's Suit (Cameo) (Shadow only)
- Web of Life and Destiny
Synopsis for "Spider-Verse - Part Three: Higher Ground"
Following Otto's declaration of authority, Peter (Earth-616) challenges him, claiming that he is the one in charge due to having more experience with the Inheritors, backed by the other Spider-Totems. Otto smugly boasts of his superiority, telling Peter that he has studied them for weeks and that he is from later in their timeline, thus having seen everything he had and more. Otto further claims that his team were holding their own before Peter came and blames Peter for the deaths of Spider-Cyborg and Assassin Spider-Man. He challenges him to show him why he should lead, but Peter shuts him up by punching him in the face.
As they begin to fight, the other Spiders cheer Peter on and place bets, to which Peter (Ultimate animated series) bemusedly remarks that both of them - and most of the assembled Spiders - are Peter. Peter (Earth-616) easily dodges SpOck's attacks, taunting him while inwardly relishing the chance to get revenge for Otto's usurping of his body. May asks Captain Universe to break up the fight, stating that this is time they could spend hunting down the Inheritors, but the Cosmic Spider-Man refuses, telling her that he can't pick a side and that this conflict must be resolved.
When Otto sneers that Peter was a coward for not being ruthless enough to kill his opponents but that he will be, Peter realizes that Otto thinks he's from before the mind-swap took place since he is too arrogant to consider the possibility of a world where he loses and Peter wins and gets his body back. Taking advantage of this, Peter surrenders and challenges Otto to prove his superiority and kill him. Still believing that he is from later in his timeline and that it would risk his existence, Otto backs down and Peter defeats him, asserting his authority and telling him that since the Inheritors can't die killing won't be the solution.
On Earth-13989, Karn slays the lycanthropic Spider-Wolf before calling out to Solus, asking if it has been enough tribute and if he can finally return home. Solus commands the Weaver to send Karn to another, more challenging world, then turns to address Morlun, who has stopped taking part in the Hunt. Solus mocks Morlun's fear of the Spider-Man from Earth-616. Morlun says that he is concerned about the prophecy and that the Other, the Bride, and the Scion have all manifested, Solus agrees that they could end the Inheritors' reign but rebukes him when Morlun says that the Scion still lies outside their reach and calls for Jennix to join them, claiming that they have played with the totems enough and is time to crush the Spiders' last hope.
On Earth-13, Peter (Earth-616) helps Otto to his feet, telling him that despite their differences he respects SpOck's expertise and experience and would be a fool not to seek his advice since he did hold his own against the Inheritors. Accepting his role as advisor, Otto states that the Spiders are too vulnerable in Central Park and Peter suggests they move into the city. Captain Universe and Spider-UK opposes the motion, stating they're safe as long as he is present, but Peter (Earth-616) says he'd rather not take the chances. Checking up on their away teams, Peter gets no response from Kaine's group.
Contacting Miguel next while he, Six-Armed Spider-Man and Lady Spider transport Daemos' corpse, he is brushed off by Spider-Man 2099, who tells him to "Shock off" and then hangs up on him. Spider-UK then informs him that Spider-Man Noir was badly injured and that Spider-Woman (Earth-616) and Silk have taken him to die in his homeworld. SpOck expresses concern since the Inheritors have already been there, but Peter states that Silk should be safe as long as she keeps moving and takes one of SpOck's cloaking devices to give to Spider-Man Noir. Otto informs Peter that he located the Inheritors' homeworld but says they need a stronger army, and Peter says they will need someone behind enemy lines and requests that Spider-Girl (Earth-616) and Spider-Woman (Earth-65) join him as back-up to gather recruits.
Gwen expresses surprise that he picked her, and Peter apologizes for his prior overprotectiveness. He admits that he couldn't save the Gwen of his world, and in turn she tells him of her failure to save the Peter from hers, forming a pact to watch each others' backs. Peter then sends Miles Morales (Earth-1610) and Spider-Man (Ultimate animated series) to gather more troops. Before they leave, Peter places Spider-UK in charge until his return, though SpOck half-jokingly challenges him to a fight over it.
In Earth-67, Miles and Peter (Ultimate animated series) are disturbed by the pastel-colored palette and repetitive backgrounds, with Peter remarking it feels like they're in a cartoon. Peter notes that based on the vintage cars they're in the 1960's, abruptly transforming into a super-deformed version of himself in a hippie costume. When Miles expresses surprise, Peter reverts back to his normal form and sheepishly admits that he has an overactive imagination and tends to daydream.
Making their way to the Daily Bugle, they arrive just as J. Jonah Jameson receives a phone call that two new Spider-Men have been spotted and calls Earth-67's Peter Parker into his office, demanding that he get pictures of them.
On Earth-13, May, Benjy, Captain Universe, Spider-Punk, and SP//dr detect an ominous sensation in their spider-senses. Morlun and Jennix emerge from portals, and as Captain Universe prepares to destroy them Solus emerges and commands his sons to attack. Moving faster than their spider-senses can react, Morlun kills Captain Spider and Jennix kills Spider-Monkey, and Captain Universe angrily smites the latter, furiously declaring that he will put an end to them while Solus mocks his ignorance and tells him that they conquered mortality ages ago.
On Earth-802, Jennix regenerates from a clone fetus and is aided by Drs. Smythe, Madison, and Warren. He declines to return to the battlefield, complaining that eating a monkey is hardly worth his time, and returns to his research. Outside, Black Widow (Earth-1610), Kaine, and Ben Reilly prepare to make an assault on his headquarters, the Baxter Building.
On Earth-13, Solus engages Captain Universe in a brawl while Spider-UK contacts Peter (Earth-616), telling him to return immediately. Solus overpowers Captain Universe, rebuking his claim of godhood over his world with one of his own over the Multiverse, and informs him that the Enigma Force is pure life force energy, which the Inheritors feed on, and while it may be to much for his children he is the first of his kind and has limitless hunger. Solus devours Captain Universe, telling the Spiders that nowhere is safe for them, then commands Morlun to claim their prize. Morlun approaches May, knocking her aside, and grabs Benjy Parker, declaring him to be the receptacle of the Scion while May looks on in horror.
Solicit Synopsis
SPIDER-VERSE PART 3!
• AMAZING SPIDER-MAN VS. SUPERIOR SPIDER-MAN!
• The Spider-Army doesn’t have time for this squabbling as the Inheritors tighten their noose.