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Series Spider-Man
Release Date January 31, 1998
Episode Number 65
Writer John Semper, Jr.
11 images

Spider-Man must face Spider-Carnage alone in a world where Spider-Man is beloved by everyone. When he's outmatched Spider-Man must seek help from the unlikeliest of people. (Spider Wars Saga, Part Two; Series Finale)


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Boy, is that all you got?
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"You can't do something this horrible it just isn't in you because it isn't in me. And you are me."


"I'm more you than you would ever admit."


"You know, for so long, I thought I never got any breaks. But now, after all I've been through, I like my life. I like myself. And for the first time ever, I wouldn't want to change anything about me."
"Gee, you're definitely not the same guy I've been writing about all of these years."
"Well Stan, we all have to grow up sometimes, I suppose."

-Spider-Man and Stan Lee


  • Stan Lee mentions talking to a Jack about having someone's skin turn green. This refers to Hulk and his co-creator Jack Kirby.


  • Spider-Man and Scarlet Spider do absolutely nothing to defend themselves from Man-Spider.
  • Spider-Man uncharacteristically acts as though armored Spider-Man's Mary Jane was from his universe. While it's understandable that he is overwhelmed by seeing another version of his recently deceased wife, he pushes it for longer than it should take to remember that he is in an alternate reality where everything and everyone is different.


  • The episode directly picks up following "I Really, Really Hate Clones".
  • Only appearance of Gwen Stacy and Stan Lee.
  • Final appearance of Spider-Carnage's universe.
  • Only appearance of the armored Spider-Man's universe and all the alternate characters therein.
  • Only appearance of the giant Spider-Man robot that was referenced in "I Really, Really Hate Clones".
  • The death of Spider-Carnage. He is the final villain in the series.
  • Lee references someone with green skin, alluding to Hulk. The jade giant was previously referenced in the series premiere "Night of the Lizard".
  • Last appearance of the Beyonder, all the Spider-Men, and Madame Web.
  • The finale of the series.
  • Spider-Man would make his next appearance on the partial-sequel Spider-Man Unlimited.


Christopher Daniel Barnes is credited as the voice of the six-armed Spider-Man, even though he only appears in his monstrous form, Man-Spider.


The giant Spider-Man robot is an allusion to the Leopardon from the Japanese Spider-Man series. It was a giant robot, common in Japanese action series, that Spider-Man would use to defeat his enemies.

At sixty-five episodes, Spider-Man has the third most episodes of any Marvel animated series. X-Men has seventy-six while Ultimate Spider-Man finished with one-hundred four. While Ultimate Spider-Man has more episodes, it did so in just four seasons so this is still the second longest running Marvel animated series.

Stan Lee previously provided his voice on Fantastic Four.

John Semper, Jr. said of Spider-Man meeting Lee, "For me, the story was about an epic kind of coming-of-age of Peter Parker, and when he got to the point where he could turn to his creator and say, 'Well, I'm really not the guy you created anymore. I'm somebody else now. When he gets to that point, I kind of felt like the epic hero's journey was over for him."[1]

Stan Lee calls Madame Web an exotic woman, while she says that he is very special. That is because they are played by married couple Stan and Joan Lee.

The ending to the episode was not meant to be a cliffhanger. It was meant to be a wrapped up ending while being open-ended in case the series did go on. Semper felt that audiences would get that Peter would find Mary Jane and live happily ever after. "Coming at it from an adult perspective, that, for me was, enough finality. I felt like I had done the whole hero's arc for Peter. But unfortunately, that's a very adult way of looking at things. And really, I momentarily forgot that I was catering to kids, and that they wanted to see if Peter got the girl. Yeah... so I left you all with a horrible feeling of incompletion."

The series was cancelled after this episode but not because of low ratings. According to Semper, Margaret Loesch hated Avi Arad and wanted to bankrupt him so she did not commission any more episodes. However, this resulted in certain rights issues. Soon after, Sony Pictures Entertainment acquired the film and television rights to Spider-Man and the related characters. In order for Fox Kids to maintain the rights to rerun this series, they needed an additional thirteen episodes. This led to the creation of Spider-Man Unlimited while Sony itself began working on Spider-Man: The New Animated Series.


Over the years, many fans became upset with what they felt was a cliffhanger ending. At Stan Lee's Comikaze Expo to talk about the show's twentieth anniversary Semper said of the finale:

"I knew that we were finished with sixty-five episodes, but I thought maybe we'd have a little bit longer. I thought I made it very clear at at the very end that he was going to get to Mary Jane, but apparently I traumatized all of you. So I apologize for that. I was leaving that door open in case by some miracle they said we were going to do a few more." [2]

Comic Book Resources ranked this episode and its predecessor as the greatest episode of the series. They felt that the best part of the series finale was that it showed Spider-Man overcoming the worst of himself with the best of himself. They also praised the cameo by Stan Lee. They enjoyed how it brought together the long story with Madame Web and how that training made him a better person worthy to lead his alternate universe counterparts. They felt that it showed the audience that everything can be used when facing anything the world throws at us as well as the struggles we face within ourselves.[3]


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