After Barry watched his father die, he speeds after Zoom to take down this madman once and for all.

They fight around the city through streets and alleys, running up buildings until Barry got the upper hand finally and starts beating the life out of him.

"Go on, Barry. Embrace your anger." Zolomon tells Barry as he starts phasing his hand. Barry knows he just watched his father die because of this man, but still can't take it upon himself to kill a man.

That decision was taken from him when a Zoom speeds in and kills his time remnant.

"Let me do it for you." Zoom says and removes his mask while Barry is confused when he had the time to create him.

"So close, Barry." Hunter says to Barry. "You see, Barry, there could be two of you. You just have to be willing to kill yourself. You're almost ready." He comments before speeding off and pushing Barry to make sure he doesn't follow.

-

They had a funeral for Henry and hurried him next to Barry's mother. Even Frost looked sympathetic for the heroes for loosing a friend she didn't even know.

Joe gave a speech about how love was the most important thing to Henry and Barry promises to put an end to Zoom once and for all.

Everyone went back to the house and wait to do something when Peter remembers the address Tina gave him.

Everyone starts coming up with a plan to stop Zoom.

"What's that?" A voice asks and Peter looks to see Caitlin eyeing the address.

"Before dr. McGee left, she told me she was planning on retiring. And wanted me to take over Mercury labs, then gave me this paper with an address, she says leads to some warehouse for Spider-Man." Peter explains to her.

"You thinking about checking it out?" Caitlin asks Peter, and he doesn't know if he wants to know. "What if I went with you?" She asks and Peter would feel better with her.

-

Peter and Caitlin come up to the warehouse, and it seems to be a normal warehouse. They walk up to the doors and sees it requires a card scan. Peter takes out his Mercury labs I.D. card and scans it, the door then opens up and Peter looks to see only darkness.

"There doesn't seem to be anything special about this place." Peter comments when the lights come on and they see an entire base of operations.

They sees multiple manikin cases with different styles of Spider-Man suits, multiple tables filled with gadgets and inventions, and a dozen computer screens in the center.

"Okay, this is pretty cool." Caitlin comments on everything and they're both left to wonder who's behind all of this.

"I'm glad you like it." A new voice says. The two of them turn to see a black man with white hair and matching goatee wearing an all black suit. "When dr. McGee asked me to build some gadgets for Spider-Man, I jumped on the opportunity to help." He tells them and they have no idea who he is.

"I'm sorry, I should've introduced myself. Lucius Fox, former head of technology at Wayne Industries." Fox explains to them and shakes their hands when Peter suddenly recognized him.

"Wait, Lucius? Aren't you supposed to be in Gotham with Wayne Enterprise?" Peter asks him.

"I was, but Bruce left Gotham, and Wayne Industries went bankrupt over time. That's when dr. McGee reached out and heard about my unemployment and offered me a place at Mercury labs, but on one of her secret assignments." Fox tells Peter and he wonders what kind of gadgets he's got made for him.

He gets interrupted by his phone saying that they're needed at Star labs.

"Okay, we need to get going, but we need to have some sorta talk about this later." Peter tells Fox.

"You'll know where to find me when you need me." Fox replies as they leave.

-

Barry explains to them that Zoom wants to race to prove who's the fastest man alive once and for all.

"He's obsessed with being the fastest." Barry explains to them.

"Why should we trust him?" Peter asks the obvious question.

"He just wants to race. You know, it actually makes sense in a completely off our rocker sort of way." Cisco says.

"That can't be everything he wants." Joe states since there has to be more to it than that, especially with Cisco's vibe.

"It isn't." Harry confirms. "This magnetar that's being developed by Mercury labs, turns out that it can act as a pulsar." He tells them.

"I'm sorry, what's a pulsar?" Frost asks.

"It's a power amplifier with a highly magnetized, dense rotating core that can easily be weaponized." Peter explains and pulls up the schematics for the device.

"Yeah, that's not dangerous at all." Iris comments as they see the device can be used to destroy the planet easily.

"That's what I saw is gonna happen to Earth-2." Cisco tells them.

"This thing is powerful enough to destroy a planet?" May asks and looks to Peter.

"Don't look at me, I'm not in charge of it." Peter states since it was McGee that confirmed the project.

"More than just a planet, if it has the right power source." Harry confirmed their fears.

"That's why he wants to race." Barry realizes. "He wants to siphon the energy I create when I run."

"He wants to siphon the energy off of the two of you." Harry corrects him.

"When he held me captive, he said he used to measure his success by victims, but now he was going to measure it by how many number of worlds he conquered." Caitlin tells them and the pieces are starting to come together.

"He doesn't want to just destroy Earth-2...he wants to take out every other planet in the multiverse." Harry tells them and now they're worried for the infinite number of other worlds that are in danger.

"One pulse to destroy them all." Cisco says, misquoting Lord of the Rings.

"I guess I don't have a choice. I have to race him." Barry says and puts on his suit to go running in the accelerator.

-

Barry makes it to the doors to the pipeline and Peter followed him.

"You know giving the bad guy what he wants isn't exactly the right thing to do, right?" Peter reminds Barry.

"It's not that easy, Peter." Barry responds.

"Barry, I know how your feeling right now with Zoom killing your dad." Peter says being reminded about when he almost killed his uncle's killer. "What he wants is you filled with anger, and he needs your speed to get what he wants. If we have something that he wants, we're the ones with the advantage."

"All I have to do is beat him in a race, Peter. That saves the multiverse, this whole city, all of us." Barry responds to him. "I'm not letting someone else I love die if I can prevent it."

Peter understands his case, but why he's doing it is easy to miss unless it's someone who has been through the same pain.

"You don't want to just race him, don't you? You want to kill this maniac." Peter states to the speedster.

"Of course I want to kill him, Peter." Barry confirms and gets closer to him. "I want to do a hell of a lot worse than just kill him. I want him to suffer for everything that he's done. And he's going to." Barry promises and Peter isn't liking this.

"Barry, you have to calm yourself down." Peter states to him.

"I have to be willing to do whatever it takes. I'm sorry, but I'm racing him and there's no gadget in your suit that can stop me." Barry warns his spider friend.

"Okay, I understand." Peter says calmer than Barry was expecting and starts walking away. As Barry's back was turned, a blast of mist hits him and knocks him unconscious.

"But I also understand what these emotions can do to you." Peter tells his now unconscious friend as Frost approaches him.

"That was cold, even for me." Frost states to Peter.

-

Later in Barry wakes up and sees he's locked up in a cell inside the pipeline.

"Why'd you put me in here?" Barry asks them.

"Because you're too angry right now." Joe tells him. "You can't race him like this. Without a plan, you're gonna loose."

"Keeping me in here is gonna get everyone killed." Barry informs them all.

"Letting you out of that is going to get the multiverse killed." Frost replies to him.

"I'm the only one who can stop him, you all know this." Barry reminds them.

"You race Zoom in his terms, you'll loose." Harry tells Barry.

"This is not your decision to make!" Barry argues with them all.

"It is this time. We all made it together." Joe says and Barry looks betrayed.

"Bro, I went back and forth." Cisco interrupts and keeps talking until Peter slapped him upside the head. "Yeah, we all made the decision." He finishes.

"Don't do this. Guys, come on." Barry keeps arguing as they close the doors while he keeps yelling.

"You sure this was for the best?" Joe asks Peter.

Peter looks back at the door sympathetically for the speedster, but he knows this was the better choice out of the two.

"Yeah, we made the right call. I know what he's feeling, if we didn't stop him, he could've done something he'll regret later on." Peter says and Joe understands. "When I lost my uncle, I went searching for the man who killed him...I was so close to finishing him off when I remembered my uncle, and know that's not what he would've wanted. I honored his memory by being better than the man that took him. Barry doesn't see what he's doing, he's blinded by anger, like I was. And he would've rushed into that fight blind, and you can't fight when blinded."

-

They all return to the cortex and get everything they need to stop Zoom.

"Got his location." Cisco informs them.

"He's at the industrial park on Lealeawood." Jesse reads off the computers.

Peter looks to Caitlin seeing she's a little scared.

"Caitlin, we will understand if you don't want to be there for this next part." Peter assures her.

"He may be a monster, but there's a human side of him somewhere. I've gotten to that part before, maybe I can reach it again. Don't worry, I'll be careful." She assures her friend.

"Okay, you guys get going. I'm bringing May somewhere I know she'll be safe." Peter tells them and leaves as they go over the plan again.

Peter brings May to the warehouse where Lucius is working. "Lucius, this place doesn't happen to have anything to stop a speedster, does it?" Peter asks his new worker.

Lucius smiles at the arachnid. "We have metahuman seekers surrounding this whole building so no metas could break in." Lucius informs Peter.

"Okay, May, you're gonna stay here so Zoom can't get you." Peter tells his aunt and she understands why. "Lucius, you're coming with me, grab anything you created to stop a speedster that's mobile."

The two of them leave and as they go, Lucius activates the protocol to keep May safe while they're gone.

-

They meet up with everyone at the industrial park and quickly introduce them to each other and get the plan into action. Harry is in location with the Boot in hand.

Cisco is waiting in location to open a breach while Peter is waiting, ready to smash Zoom into the breach.

Caitlin walks out into the open and starts calling out for Zoom. After a few calls, Zoom stoped working on the device and speeds out to her.

"How did you find me?" Hunter asks her.

"Dr. McGee said the magnetar was stolen from her labs." Caitlin explains and says she knew it was him and assures that no one else is here and she wants to join him this time.

"He's almost in possession, Caitlin, keep on going." Fox informs her and she keeps talking to him and waits for her opening.

Hunter keeps approaching her and gets into position.

"I knew you'd eventually come around, Caitlin." Hunter states to her. "But it's too late." He tells her, but before he could kill her, he gets attacked by a blast of ice coming from her.

The hologram glitches and reveals it was Frost who was standing there while Caitlin was working the hologram from the van.

"What's the matter, Hunter?" Frost asks him mockingly. "Too slow?" She asks, when Joe shot him with the Boot and Cisco opens a breach and Joe tries using the tranq and it's not working.

Peter makes a decision and grabs the tranqs from Joe and swings in.

Hunter tries getting the Boot off of his neck when Peter injected him with the tranqs. Frost then sends another blast of energy at him, but it accidentally sends Peter through as Zoom grabs onto him and it closes.

The team now looks in shock as to what's just happened.

-

They return to Star labs and Cisco is trying to vibe the two of them, but all he can see is flashes of Spider-Man and Zoom trying to kill each other and it seems that Peter's already injured.

"Did you see Spider?" Frost asks him.

"No, the vibe keeps changing." Cisco tells her.

"They must be on the move, that's why the vibe is in flux." Caitlin assumes.

Harry and Fox returns from trying to shut down the magnetar. "There is no way of shutting it down without the planet splitting into pieces." Fox explains to them and that's bad news for them.

"So what's the plan now?" May asks the team since she knows that they won't stop with Peter gone. "I mean, did Barry go stop him?" May wonders since all she was told was Peter was taken by Zoom.

"No, Barry's in a cell in the intake." Jesse explains and now May is confused.

"It's a long story." Frost tells her.

May just looks around the room. "Well, there had to be something to get him back." She says.

"May, before we went to stop Zoom, we all agreed that if we got him off this earth, we would close the breaches for good, and never open them again, for anyone." Iris says and May knows Peter was trying to keep her safe by making that promise, since he most likely knew it would end like this.

"No, this isn't happening." May states and starts leaving the room.

Caitlin knows how she's feeling and chases after her to stop her.

"May, where are you going?" She asks her as she seems to be determined to get somewhere.

"I'm getting the only person who might be willing to save my nephew." May responds to her when Caitlin grabs her shoulder.

"You're going to Barry, aren't you?" Caitlin asks her.

May turns to Caitlin and she notices the tears in her eyes.

"Peter's the only family I have left, Caitlin." May tells her. "He might have promised to keep me safe, which is most likely scenario, but I never agreed to this plan."

Caitlin knows how she feels and doesn't see any other way of bringing Peter back safely.

"You're gonna need me to show you how to open it." Caitlin tells May and she sees that she agrees with her now. "Let's go get Peter back."

The two women start walking to the pipeline to release Barry.

-

Earth-2, Peter has been beaten up and is in the same chains that once held Jesse.

"You know you can just kill me now, because you ain't destroying the multiverse." Peter states to Zoom.

"Come on, Peter, you should know Barry better than that. If he thinks he can save you, he's going to do anything." Hunter says when Peter sees the man in the iron mask is still here.

"Who is he?" Peter asks the masked lunatic.

Hunter thinks for a minute and decides to tell him. "I got my speed the same way Barry did, when I got struck by the dark matter and electricity, I became Zoom, the fastest man alive. It wasn't long until I had this earth on its knees. But it wasn't enough. I wanted more. I wanted to be faster. So I created a speed drug."

"Velocity-7." Peter guesses since V-8-9 were created on his earth.

"It made me faster than I ever thought possible, fast enough to break through the dimensional barriers, fast enough to run to other universes, other Earths. And then one day, on one of those Earths, I discovered him." Hunter continues and Peter fills in the blanks.

"He's a speedster as well?"

"Yeah, you can say that." Hunter responds. "It was right about the same time I discovered something else too. All that V-9 I'd been injecting myself with had a little side effect."

"It was slowly taking away the exact thing it was giving you." Peter states to him.

"I searched for a cure. I tried everything. I even tried manipulating the Speedforce, but let me tell you, the Speedforce, it doesn't like its rules being broken. It's been sending its enforcers after me ever since." Hunter explains and Peter is guessing he's talking about the Time Wraiths they've delt with, twice.

"So you brought him here so you could steal his speed." Peter says.

"I tried, but it wouldn't happen. But then the skies parted, and I saw Barry, and then I stole his speed. I beat the rules of the Speedforce." Hunter states.

"Then why keep him here?" Peter wonders.

"A trophy. Like how you keep all of those newspapers about the enemies you defeat. And a little idea I had for fun." Hunter says and Peter hopes he explains more of that.

"You see, I got so tired of being the villain, I decided to be the hero as well. I even borrowed his name, Jay Garrick." Hunter tells him and Peter looks and understands why he's here now.

"You know what's gonna be great, Spider-Man? After I beat Barry and prove I'm the fastest, he's gonna rot in a cage just like Jay is in right now. Then I'll have a Flash from two worlds, and one Spider-Man." Hunter mocks him.

Peter's senses alert him or something, him and Hunter turn around to see a vision of Barry in the Flash suit. "I'll race you. Say when and where. I'll be there." Barry promises.

"Cisco's learned how to bring people into his vibes." Hunter comments.

"There's one condition. You bring Peter back, but if he's harmed any further, it's off." Barry tells Zoom.

"Fine. But he doesn't go free until after the race." Hunter promises.

-

The team make it to the location and see a giant wheel shape race track. They see a flash of lightning and Zoom appears with Peter handcuffed.

"Brought the whole crew with you, huh?" Hunter asks. "Can't say I blame you. It's gonna be one hell of a show."

May and Caitlin don't pay attention to him and focus on Peter as they see the bruises on his face alone.

"Let him go." Caitlin tells Hunter.

"After we race." Hunter reminds them.

"Cut it out already, we know you plan to power up the magnetar so you can destroy the multiverse." Harry states to him holding up the Boot.

"Bravo. You figured it out...almost. I don't want to destroy all of them. This earth is at the center of the multiverse. The quickest access point to every other earth in experience. One trans dimensional shockwave, and poof." Hunter explains and that mean only their world will be left alive, and thousands of lives will die.

Hunter then speeds Peter off to keep him back. "Don't worry, I'll save him." Barry promises Caitlin and May.

"Make him pay." May tells him.

Hunter returns and explains the rules to Barry, 500 laps around and if he doesn't beat Zoom, that means he wins and there's no stopping it. And if he decides to stop racing, Peter dies.

The two of them start racing and running around the track, as they're racing the magnetar gets powered up. As they keep racing a time remnant of Barry appears, the time remnant remnant speeds off from the race and rescues Peter.

"Go, all right? I'll explain later, go!" The time remnant promises Peter and he runs off.

The other two speedsters are racing when Zoom notices the remnant and tackles it to the floor. "A remnant? Stole my trick, Flash." Zoom comments as the magnetar powers up and starts powerful up.

The real Barry finishes the race and speeds in to take on Zoom when the remnant starts racing around the magnetar.

"What's the time remnant doing?" Frost asks seeing him run in circles.

"He's creating his own pulse." Peter realizes. "So when that's out of phase, so will the magnetar."

"His body can't handle that." Caitlin tells them and they don't know what'll happen.

The time remnant keeps running until his body starts to flake apart and turns into a pulse of energy and shuts the magnetar down.

Barry and Zoom continue fighting until Barry finally has him pinned to the ground.

"You're a hero, Barry. You couldn't kill me before...you won't kill me now." Hunter tells Barry when they all hear screeching and see Time Wraiths coming and they start flying around Zoom and start, what looks like, start burning his flesh before carrying him off into the Speedforce.

-

Once Zoom was gone for good, they were able to save the man in the iron mask and learned it was Barry's father's doppelgänger who was as Hunter said was the flash of Earth-3. He also explained to them all how Hunter stole his suit as well, all except the helmet that Harry gave him to use.

Cisco even offiered Fox a place at Star labs along with the rest of the team but fox explains how he likes to work for Mercury labs, and will stay Peter's personal inventor for now.

But now it's time to say goodbye to their Earth-2 and 3 friends as they're all going home. The team says their goodbyes to Harry and Peter needs to talk with Frost fast.

"You know, I knew this would happen, but I'm actually sad to say goodbye to someone for once." Frost tells Peter.

Peter just chuckles at her. "Just stay out of trouble, don't make me have to jump Earths to fight you again." He warns her jokingly.

"You know things wouldn't work between us, right?" Frost asks him.

Peter's smile starts fading.

"I mean on my earth, you still have someone here perfect for you." She explains and looks towards Caitlin who's hugging Harry goodbye.

"She's been through so much and you're the one to be there for her. Don't let her slip through your fingers." Frost tells him and Peter knows maybe it's the best time to tell Caitlin how he feels.

"Frost? We going?" Harry asks her, angrily.

"Just because I've changed sides, doesn't mean I can't still freeze your ass to the wall, Wells." Frost warns the man as she approaches them.

Jay grabs onto everyone and Cisco opens a breach for them and the travelers vanish through the breach.

-

Everyone except for Lucius and May, as they turned in for the night, all return to Joe's house for a job well done. Joe, Wally and Cisco were on the other side of the room talking while Peter looks out to see Barry and Iris talking on the porch.

"Aren't you a nosy spider." A voice tells him and Peter turns to see Caitlin.

Peter just laughs and rolls his eyes at her.

"I just wanted to make sure Speedy Gonzalez out there is holding out. Considering everything that happened. I mean, I never knew my parents when I lost them. So I don't know how he feels right now, but I know how it feels to lose a father." Peter explains to her, referring to Uncle Ben.

"We both know how that feels." Caitlin reminds him and Peter knows she also lost her father.

"You know, I thought things couldn't get any crazier after time travel and Thawne...god, I was wrong." Peter quips to her.

"You were wrong about a lot of things you said last year. Remember when you said you could never picture me as a villain?" Caitlin reminds him.

"Yeah, I was wrong about that, too." Peter agrees with her.

"Peter, there's something I never told you, it's before Ronnie died." Caitlin tells him and Peter looks to her confused.

Caitlin begins to tighten her lips, "Well, this is it, you made it to the cliff, now it's time to jump." She then speaks, "Ronnie asked me to marry him...and I told him I couldn't do it." Caitlin tells him and Peter is shocked to hear this now.

"Why couldn't you do it?" Peter asks her and now Caitlin wrestles with the feeling in her stomach.

"Peter, ever since I lost Ronnie, you've always been there for me...help me regain my hope when it's lost. You know how to make me laugh. How to make me feel better when I'm down..whenever you're around, I feel the weight on my shoulders...disappear, and I want to keep having that feeling." Caitlin says and knows there's only one thing left to say. "Peter, I love you." She finally tells him.

Peter doesn't say anything and stares to his friend who just spilled her guts out to him.

Caitlin sees him not responding and looks away seeing she made a mistake. "Look, I know you probably don't feel the same way. I just had to get this off of my chest after two years of sitting on them, I'll be okay just being your friend, so we can-"

Caitlin didn't get to finish that though when Peter suddenly did something unexpected...he kissed Caitlin Snow. She is shocked for the first second, but that's replaced when she starts kissing him back.

Caitlin doesn't know how to explain in words how it feels, but she can say it's about a thousand times better than the kiss she received by Everyman from last year.

Peter kisses Caitlin and it feels better than when Frost kissed him and froze his lips. After a few seconds the two finally break apart. Caitlin looks to him waiting for an explanation while the spider hero has a big grin on his face.

"I've been having feelings for you ever since I returned to Central City last year, and I never told you because I thought your heart would always belong to Ronnie. But I'm glad you feel the same way." Peter tells her.

Now it's Caitlin's turn to be speechless as she looks to her friend. She's even happier now she knows Peter feels the same way and responds the only way she knows how, she grabs Peter by the face and pulls him onto another kiss, they stayed like that until they break apart while breathing heavily.

They then suddenly hear someone whistling at them and turn to the others who are looking right at them with smiles on their faces.

"It's about damn time." Joe states to the two of them.

"How long were you all watching?" Peter asks his friends.

"Somewhere around the first kiss." Cisco tells him while covering his eyes, not wanting to watch his friends kiss each other like the lovebirds he knew they were.

The recent couple just laughs at their friend for being childish unaware of what their speedster friend is about to do.

Barry knows that they won, but he doesn't feel complete anymore, and he knows there's only one thing that he can do to feel complete again.

-

Barry speeds down the streets and treats the time barrier and runs back to that night...the night his mother was murdered, except this time he stops Thawne from killing his mother.

He did it...he saved his mother and changed history, but was it worth it...?