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Spider-Man is taken to a dystopia where New York city has been demolished by the combined forces of the Hobgoblin and the Green Goblin, led by Spider-Carnage.

Power Separator Bracelet (Only in flashback).

Doctor Doom's Armor (Only in flashback).

Captain America's Shield and Uniform (Only in flashback).

Fantastic Four Uniforms (Only in flashback).

Time-Dilation Accelerator (Main story and flashback).

Scarlet Spider's Suit (First appearance) and Web-Shooters (Main story and flashback).

Crime Central (Illusion or holographic simulation) (Destruction).

Manhattan (Illusion or holographic simulation) (Destruction).New York City (Illusion or holographic simulation) (Destruction).New York (Illusion or holographic simulation) (Destruction).United States of America (Illusion or holographic simulation) (Destruction).Earth (Illusion or holographic simulation) (Destruction).Earth-33489 (First and only known appearance) (Illusion or holographic simulation) (Destruction).United States of America (Only in flashback).Giant Robots on Battleworld (Only in flashback).Giant Monsters on Battleworld (Only in flashback).Human Torch (Johnny Storm) (Final appearance) (Only in flashback).

Mister Fantastic (Reed Richards) (Final appearance).

Invisible Woman (Sue Storm) (Final appearance) (Only in flashback).

Ben Grimm (Final appearance) (Only in flashback).

Fantastic Four (Final appearance) (Only in flashback).

Storm (Ororo Munroe) (Final appearance).

Black Cat (Felicia Hardy) (Final appearance) (Only in flashback).

Alistair Smythe (Final appearance) (Only in flashback).

Captain America (Steve Rogers) (Final appearance) (Only in flashback).

Iron Man (Tony Stark) (Final appearance) (Only in flashback).

Curt Connors) (Final appearance) (Only in flashback)

Carnage Symbiote (First and only known appearance dies) (Illusion or holographic simulation) (Destruction).

Spider-Carnage (Alternate Version) (First and only known appearance dies) (Illusion or holographic simulation) (Destruction).

Johnathon Ohnn (Only in flashback) (Cameo)

Punisher (Frank Castle) (Only in flashback) (Final appearance) (Cameo).

Morrie Bench (Only in flashback) (Clone).

Mary Jane Waston-Parker (Only in flashback) (Clone).

Professor Miles Warren (Only in flashback) (Cameo).

Professor Miles Warren (Only in flashback) (First appearance) (Cameo).

Robbie Robertson (First and only known appearance).

Jonah Jameson (First and only known appearance) Daily Bugle (First and only known appearance) (Disbands).Victor von Doom) (Final appearance) (Only in flashback) Kingpin (Wilson Fisk) (First appearance).Green Goblin (Norman Osborn) (First appearance).Hobgoblin (Jason Macendale) (First appearance).Spider-Man actor (First appearance) (Joins group).Scarlet Spider (Peter Parker/"Ben Reilly") (First appearance) (Joins group) (Main story and flashback) (Origin revealed).Armored Spider-Man (Peter Parker) (First appearance) (Joins group).Spider-Man with Doc Ock arms (Peter Parker) (First appearance) (Joins group).Six-Armed Spider-Man/Man-Spider (Peter Parker) (First appearance) (Joins group).Spider-Man (Peter Parker) (Joins group) (Main story and flashback).You must help yourself, but that does not mean you will be alone.