The Beyonder uses his powers to teleport the powerless Spider-man to stop Kingpin and Spider-Carnage from destroying all of reality. Spider-Man and Scarlet Spider reveal to the Kingpin that he was duped by Spider-Carnage into creating, not a mind-control device, but a bomb to destroy all realities. Kingpin attacks Spider-Carnage and assists in foiling Spider-Carnage's plans to destroy all reality, but Spider-Carnage escapes via the Accelerator. The Spider-Men still have to disarm the bomb before it detonates and destroys Kingpin's lair. Spider-Man, realizing that Spider-Carnage is too insane to be reasoned with, comes up with an alternate plan.