Back at Aunt May's house, the Spider-Gang (minus Miles) regroups inside after their fight.

Noir: "This dimension's villains are weird."

Haedn: "Dude, my dimension doesn't even have any of this. I'm still getting used to it."

Peter: "Don't worry. Everyone will get back to their own home by tonight. Ain't that right, Miles?"

No answer from Miles.

Peter: "Miles?"

Gwen: "He isn't here."

Noir: "Where could he have gone?"

Haedn goes to look around the house, only to remember that he had Charlotte go for the Goober earlier. She hadn't returned to him yet. Where was she?

Haedn: "Hey, guys? Have you seen Charlie?"

Haedn gets a collection of "No"s from the Spiders, making him grow a bit concerned until he stops and looks down.

"No..."

Peni: "Haedn? What's wro--... oh. Oh no..."

Haedn looked down at the ground, seeing the crushed body of Charlotte lying there. He falls to his knees and takes off his mask, revealing tears starting to threaten to spill.

"Charlie..."

Peter: "Kid... I know how much she meant to you. I'm sorry..."

Haedn: "... I need to get some air."

Peter: "What?"

Haedn stands up and puts his mask back on.

"I said I need some air. I'll be back."

And with that, Haedn ran out of the house and web-swung away. Everyone looks on before Peni speaks.

"I'm gonna go talk to him. Come on, SP//DR!"

Peni and her robot run out of the house, going after Haedn.

Aunt May: "So... who wants to help me clean?"

•••

Later, Haedn is seen at the billboard he crashed into when he first arrived in Miles' universe. He had his mask off and hood down, looking over the city streets as people below walk on as if their world wasn't in danger of being destroyed. Oh, how he missed his own home... his family.

His Spider-Sense goes off and he looks behind him to see Peni.

Peni: "Hi, Haedn."

Haedn: "Hi, Peni."

Haedn turned back to look forward, making Peni sigh as she jumps up to sit next to Haedn.

Peni: "So... how are you feeling?"

Haedn: "Best as I can right now."

Peni: "I'm really sorry for your loss. I can't even imagine what you're feeling. SP//DR is basically family to me. If he died..."

Peni trailed off. She had no idea what she would do if SP//DR died. It was the only thing she had left of her father.

Haedn: "He won't die, because you're there for him. You can protect him. Me? I can't protect anybody."

Peni: "Don't say that! Of course you can."

Haedn: "But how? My entire life, I've been the one protected. My sister has always been the one to make sure I don't screw up and to make sure I'm okay."

Peni: "What do you mean?"

Haedn: "When it was just me and my sister, our parents weren't the best. They did drugs and drank... they couldn't take care of us. I should've been the one to step up and take care of the both of us... but I didn't. I acted like a baby and cried all the time. My little sister is the one who had to grow up. She's only twelve, but she acts like an adult. And here I am, thirteen years old, and I couldn't even protect a spider."

Peni: "But it wasn't your fault."

Haedn: "But it is. I sent her to get the Goober when I should've gotten it myself. She got killed because of me."

Haedn wiped away a tear from his eye.

Peni: "Haedn..."

Haedn: "She was my friend... but how can I be Spider-Man if I can't protect my friends? How can I be Spider-Man...'

He looks at Peni.

"... if I'm nothing like any of you?"

Peni: "But that's the best thing, Haedn. You're not like us! You're you."

She placed her hand on Haedn's, making him look down at it before looking back up at Peni.

Peni: "There's gonna be so many people telling you how to be Spider-Man, but they can't tell you how to be Spider-Man. You decide how you're Spider-Man and how you'll do things. It's the best thing about being a Spider! You're unique. There's only one of you, and you decide how you do things. No one else."

Haedn takes a moment to process this before he smiles at Peni.

Haedn: "Thanks, Peni. I really needed that."

Peni: "You're welcome, Haedn. You're my friend, after all, and I always help my friends."

Haedn smiles at this and Peni smiles back. Howevee, their moment was ruined when Haedn's phone starts ringing.

Haedn: "Oh. Uh..."

Peni: "Answer it. It's probably Peter."

Haedn nods and takes out his phone, answering it.

"Hello?"

Peter: "Haedn, where are you? Is Peni with you?"

Haedn: "Uh, yeah. Why?"

Peter: "We know where Miles is. He's at his dorm at Brooklyn Visions."

Haedn: "Got it. We'll meet you there."

Haedn hangs up and puts away his phone.

Haedn: "They found Miles. He's at Brooklyn Visions."

Peni: "Then let's go!"

Haedn nods and rolls and flips off the billboard, landing on his feet on the roof behind him as Peni does the same thing. Haedn sees SP//DR walk up at smiles at him.

Haedn: "Hey, big guy.'

SP//DR smiles at Haedn and said boy put on his mask.

Peni: "Alright! Let's go!"

Haedn: "Right! Oh, but, uh, one thing before we go."

Peni: "What is it?"

Haedn walks up to Peni and hugs her, shocking her a bit as she blushes. Then Haedn lets go.

Haedn: "Thanks again, Peni."

Peni: "Y-yeah... no prob..."

Haedn smiles under his mask and jumps up.

"Come on! Let's go!"

Haedn swings away with a web, leaving Peni on the roof in confusion. SP//DR walks up to her and gives her a teasing smile while beeping and bopping.

Peni: "Oh, shut up, you!"

Brooklyn Visions

Miles is seen in his dorm before beginning to trash it, throwing stuff to the floor before one of his books fall to the ground. It has all of his designs for art, but he just picked it up and threw it out the open window. But then it was thrown back at him.

Miles: "What the...?"

He then sees Haedn poke his head up, making Miles smile a bit as Haedn cralws through the window. The rest of the Spider-Gang follow him inside.

Miles then realizes he was crying, wiping away his tears as Haedn walked up to him.

Haedn: *takes off mask* "Hey, pal. You okay?"

Miles doesn't answer as Peter walks up to him.

Peter: "We've all been there. Y'know, for me, it was my Uncle Ben."

Noir: "For me, it was my Uncle Benjamin."

Peni: "For me, it was my father."

Gwen: "For me, it was my best friend."

Haedn: "And for me, recently, really, it was Charlotte. Sounds stupid compared to yours, but I still feel terrible about it."

Spider-Ham: "Miles, the hardest part of this job is that you can't save everyone."

Miles: "Look, it was my fault. You wouldn't understand."

Gwen: "Miles, we're probably the only ones who do understand."

The sound of the door unlocking alerts everyone, making them turn to see the door opening.

Peter: "Oh no."

Just then, Miles' roommate, Ganke, walks in with his headphones on. He jams out as he goes to his computer, completely unaware of the Spider-People sticking to the ceiling.

Everytime he moves around the room, Peter would usher everyone the opposite direction. Then Ganke lowers the comic book he was reading, finally seeing everyone on the ceiling. Peter was in the middle with Miles and Noir on either side of him. Haedn was next to Miles with Peni and Gwen on his side while Spider-Ham was next to Noir.

Miles: "Hey, there."

Spider-Ham: "Do animals talk in this dimension? 'Cause I don't wanna freak him out."

Ganke then passes out from shock, making everyone cringe.

Haedn: "Is... he going to be okay?"

Later, Miles tucks his roommate under some blankets in his bed. He then turns around to see that only Gwen, Peter, and Haedn were in the room.

Miles: "What's going on?"

Gwen: "Bye, Miles."

She crawls through the window, leaving Miles confused as he looks at Haedn for answers. Haedn looks sad before looking at Peter who just motions him to leave. This makes the boy sigh in guilt as he follows Gwen outside.

Peter: "Miles... I came to say goodbye. Haedn will come back in after I'm done, but I need to say this first."

Miles: "What? We can say goodbye at the collidor. And what does Haedn want to say to me?"

Peter: "I'm not sure, but we can't say goodbye at the collidor. You're staying here."

Miles: "No. I need to be there so you could all go home."

Miles picks up the Goober as he says this.

Peter: "They are going home, Miles. I'm the only one staying."

Miles turns to Peter in shock.

Miles: "What? You're taking me place? If you stay here, you'll die!"

Peter: "I'm doing what needs to be done! I just wanted you to hear it from me."

Miles: "But what about MJ?"

Peter: "Not everything works out, kid."

Miles' eyes widen in surprise as Peter holds his hand out.

"I need the Goober."

Miles takes a step back, not wanting to give it up so Peter could just throw away his life.

"Don't make me take it from you."

Miles: "That's not fair! You gotta tell them I can do this! Haedn knows I can do this!"

Peter: "It wasn't their decision."

Miles takes a step back in shock, but he stays determined to help.

Miles: "I gotta make Kingpin pay! You have to let me make him pay!"

Peter: "Miles, you're gonna get yourself killed. You're not ready."

Miles: "I'm just as ready as Haedn! I promise--"

Peter sweeps Miles off his feet and leaps to the roof, sticking to it as he grabs Miles by his shirt.

Peter: "Then Venom Strike me, right now. Or turn invisible, on command, so you can get past me."

Miles tries to do as Peter said, trying to generate some spark or even vanish for a moment. But nothing happened. He still couldn't do it on command.

Outside, everyone was listening as Haedn just looked down in sadness. He wanted Miles to come, but he couldn't argue with Peter. Deep down, he knew that Peter was right and that Miles wasn't ready. He also had a feeling that he himself wasn't ready, but he had to go. He would die if he didn't.

Peter: "Look, I know how much you want this, kid..."

Peter drops Miles back on the floor, the hero dropping to the floor as well as Miles looks down.

"... but you don't got it, yet."

Peter fires a web at a rolling chair and pulls it underneath Miles, making him fall down into it before webbing him up to it. Miles looks at Peter, as if he's been betrayed.

Peter: "I'm sorry."

He turns Miles around and takes the Goober from him, walking to the window.

"When will I know I'm ready?!"

His mouth gets webbed, effectively making him quiet as Peter leans out the window.

Peter: "You won't. It's a leap of faith. That's all it is, Miles. A leap of faith."

Peter then puts on his mask and leaves, making Miles look down as Peter crawls on the wall.

Haedn: "Can I speak to him now?"

Peter nods and Haedn nods as well, crawling back through the window to see Miles webbed to a chair. Miles looks up at Haedn.

Haedn: "Hey, Miles. I can't stay long, so I'll make it as short as I can."

He walks up to Miles as he takes off his mask.

Haedn: "I just want you to know that coming here and meeting you and Peter, and getting these amazing powers... they're the best thing that's ever happened to me. And I know your hyped about having your own powers as well... but you still need practice. Heck, I still need practice. I don't even know if I'll keep my powers after this is all done."

Haedn laughs to himself dryly as Miles looks down. Haedn sees this and his smile drops.

Haedn: "I know your upset that you can't help us. I am, too. I don't want Peter to die, and I want to fight with you. But I guess this is for your own good. But there's one thing I wanna say to you before I go."

He walks up to Miles and crouches in front of him, placing a hand on his shoulder.

"You may not realize it yet, and many will stop you from reaching it, but you will be one of the greatest Spider-Men in the Spider-... Verse? Yeah, that's what it's called, I think."

Miles' eyes widen at this.

Haedn: "And you won't be some regular old Spider-Man, either. You'll be amazing, spectacular!... The Ultimate Spider-Man."

Haedn stands up and smiles at Miles.

Haedn: "Hopefully we'll see each other again, Miles. But until then..." *puts on mask* "... goodbye, pal."

He then runs and dives through the window, web-swinging away as the rest of the Spider-Gang follows him. Miles knew where they were going: to the collidor to go home. Without his help.

Hours passed and it soon became nighttime, Miles still webbed to the chair as he just looks at the ground. He pondered on what Haedn had said.

"The Ultimate Spider-Man."

He repeated those words in his head. Ultimate? It would be nice to have a title like that, but how could he when he couldn't even use his powers correctly? Ultimate Spider-Man? More like the worst Spider-Man.

A knock on his door is heard and he turns to look at it, unable to open it so he just looks at it. What he didn't expect to hear was his father's voice.

Jefferson: "Miles, uh... Miles, it's your dad. Please open the door."

Outside the dorm, Jefferson is seen waiting for the door to open. It doesn't, but he sees the shadow of his son beneath the door.

"Miles, I can see your shadow moving around the room."

Nothing. The door doesn't open. So, he just decides to speak.

Jefferson: "Yeah, okay. I get it. I get it, yeah. Still ignoring me. Look, can we talk for a minute? Something... something happened. Look, sometimes people drift apart."

Miles scoots up closer to the door, wanting to hear what his father had to say.

"I don't want that to happen to us, okay? Look, I know I don't always do what you need me to do or say what you need me to say, but I... I see this spark in you! It's amazing! I-it's why I push you, but... it's yours. And whatever you choose to do with it, you'll be great at it."

Silence passes between the two once more, Jefferson waiting for a response from his son, not knowing he couldn't actually speak. However, if he could, Miles would be saying so many things right now. The most he would say? Thank you.

Jefferson: "Look, call me when you can, okay? I love you. You don't have to say it back, though."

Miles: 'But I want to! So, so badly...'

Jefferson then knocks on the door again before leaving, leaving Miles to think to himself again.

He scoots himself back to the center of the room, pondering on what to do before taking a deep breathe and closing his eyes. He begins to focus, feeling all the power and electricity flowing through his body as he tries to channel it through his hands. He then opens them, a spark of blue electricity running through his eyes as he narrows them.

This electricity courses through his arms and into his hands, gripping the webs that hold him in place before blowing them off with a charged blast of electricity. Miles stands up, looking at his hands which glowed blue with the bio-electricity running through him.

Suddenly, Ganke shoots awake and looks around. Seeing his dorm covered in webs, he falls back down to his bed and goes back to sleep. Miles then walks out of the corner, making himself visible on command after turning himself invisible on command. He runs towards the window and leaps through it, web-swinging around the city as he makes his way back to Aunt May's house.

He makes his way to the shed and goes to open it, only for it to automatically open and he walks inside. He goes down into the Spider-Lair with the elevator, only to see Aunt May waiting for him in a chair as she drank some tea.

With Aunt May's help, Miles recolors one of Spider-Man's suits and eventually finds himself perched on the window of a skyscraper. He looks out into the city, remembering everything he's been told.

"There's this spark in you. It's amazing!"

"You're the best of all of us, Miles. You on your way. Keep going."

"When do I know I'm Spider-Man?"
"You won't. It's a leap of faith. That's all it is, Miles. A leap of faith."

"And you won't be some regular old Spider-Man, either. You'll be amazing, spectacular!... The Ultimate Spider-Man."

Miles pushes himself off the glass, shattering it as he descends down to the streets below.

He continues to dive down until he fires his new web-shooters that Aunt May gave him and swings away, swinging through the city and parkouring over, across, and through cars as he maneuvers around the streets and air of Brooklyn.

Miles eventually makes his way to the roof of a tall skyscraper and lifts up his mask, breathing hard as he tries to catch his breathe.

He the stands up and puts his mask back on, flipping off of the skyscraper and swinging his way to Fisk Tower as the brand-new Spider-Man.