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I lost... I lost Gwen, my... she was my MJ. I couldn't save her. I'm never going to be able to forgive myself for that. But I carried on, tried to... tried to keep going. Tried to keep being the... that friendly neighborhood Spider-Man, because I know that's what she would've wanted, but... at some point I just... I stopped pulling my punches. I got rageful. I got bitter. I just don't want you to end up like... like me.
―The Amazing Spider-Man to Spider-Man[src]

The Amazing Spider-Man, simply known as Spider-Man and also called Peter-Three, is an alternate version of Peter Parker from Marc Webb's The Amazing Spider-Man films that appears in Spider-Man: No Way Home.

This Peter is haunted by the death of his girlfriend, Gwen Stacy, who was a casualty during his battle against the Green Goblin. After being transported to another universe thanks to Doctor Strange's spell, Peter, along with another alternate version of himself, helps his younger counterpart to deal with the pain of losing his aunt. Together, the three Spider-Men fight to cure the villains who were displaced from their universes because of Strange's spell while Peter also protects his younger self from suffering the same as he did.


Spider-Man: No Way Home

After Peter Parker accidentally botched Doctor Strange's spell, people who know that Peter is Spider-Man were brought from other universes into his reality. Along with them, two other alternate Spider-Man's were also transported by the spell, including the Amazing Spider-Man.

Spider-Man: "I'm Peter Parker."
MJ: "That's not possible."
Spider-Man: "I'm Spider-Man in my world. But then yesterday... I was... I was just here."
―The Amazing Spider-Man and Michelle Jones[src]

The Amazing Spider-Man walks through the portal and reveals himself.

In the following day after he was brought to a different reality, the Amazing Spider-Man wanders through New York when a magic portal, which was opened by Ned Leeds, appears in front of him. In Ned's house, on the other side of the portal, Ned is with Michelle Jones, the girlfriend of this universe's Peter Parker. Upon spotting the Amazing Spider-Man, Ned and MJ mistake him for their Peter and call out to him. Spider-Man walks through the portal and his arrival terrifies Ned's grandmother. In an attempt to calm her down, the Amazing Spider-Man unmasks, causing Ned and MJ to realize that this not the person they were expecting. He explains to the distrustful Ned and MJ that he is in fact Peter Parker, the Spider-Man of another universe, but he was transported to this reality in the previous day.

The Amazing Spider-Man sticks to the ceiling to prove his identity to MJ.

This Peter is fascinated that the science theories about the Multiverse are real. He overhears Ned and MJ talking about Doctor Strange's spell and becomes even more intrigued that magic is real in this reality too. However, MJ denies it and tells Ned not to reveal anything else to this stranger. She asks this Spider-Man to prove he is Peter Parker as he claims he is. Spider-Man can't because he doesn't really carry an ID, as his superhero identity is a secret. MJ tries to test his "spider tingle" by throwing a bread at him, but he doesn't react. He says that he does has a "tingle" for bread. This whole interaction makes this Peter recognize MJ as an extremely mistrusting person, which he respects. Convinced to show some proof, he attaches himself to the ceiling with one hand. MJ still wants more proof and tells him to crawl around. Peter refuses and he thinks he already did enough, as no one would be able to stick to the ceiling like him. Despite this, Ned's grandmother asks him to remove a cobweb on the other side of the room, so he ends up fulfilling MJ's request.

Now believing that this in fact a version of Peter Parker, Ned realizes that he opened a portal to the wrong Peter while wishing to see his friend. MJ tells Ned to keep trying to open portals until they find the "real Peter", which offends the Amazing Spider-Man. Opening another portal, they find the other alternate Peter, the Friendly Neighborhood Spider-Man. Although this older Peter is dressed as a "random guy". The two Spider-Men study each other and then shoot webs at the other's direction, confirming their identities. When Ned asks why this newcomer didn't immediately say that he is Spider-Man too, the Friendly Neighborhood Spider-Man says the exact same thing about the secrecy of the superhero identity that his counterpart told them earlier. The Friendly Neighborhood Spider-Man has been looking for this reality's Spider-Man since he was transported in the last day, sensing that he needs his help, and the Amazing Spider-Man feels the same. MJ reveals that this universe's Peter does need help, but she and Ned don't know were he is. The two Spider-Men think that their Peter is probably in somewhere meaningful to him, a place to be when he wants to get away from everything. The older Spider-Man says that for him this place was the top of the Chrysler Building while the other explains that he liked to go to the Empire State Building because of the better view. MJ tells them that she knows where this place is for her Peter.

The Amazing Spider-Man becomes emotional while talking about the death of girlfriend, Gwen Stacy.

MJ's deduction is correct, as she and Ned find their Peter at the roof of their high school, mourning the recent death of his Aunt May at the hands of the Green Goblin. The two alternate Spider-Men go with them and appear before the younger Peter. They feel bad for Peter's loss and the Amazing Spider-Man says he knows exactly what he is going through. But Peter doesn't believe his alternate selves know how he is feeling and blames himself for his aunt's demise. Peter had tried to cure the villains who were transported to this reality after knowing that their fate in their universes is to die at the hands of the alternate Spider-Men. But now that the attempt caused him to lose his aunt, he thinks about using the magic box, which is containing Strange's spell, to send the villains home along with his own alternate versions. Before he can do that, his counterparts share with him their own experiences involving the loss of loves ones in their lives. While oldest Peter talks about the night his Uncle Ben died, the Amazing Spider-Man tearfully reveals that he lost his girlfriend Gwen Stacy, describing her as "his MJ". He says he will never forgive himself for not saving Gwen. He tried to move on from her loss and be the hero she would like him to be, but the grief was too much and he eventually became a bitter and rageful person, so he does not wish that this Peter ends up like him. Peter reveals to his alternate versions that he desires to avenge his aunt as well as what she told him moments before she died, that with a great power comes a great responsibility. But the two alternates already know these words, because it is the same that Uncle Ben told them the day he died.

The Amazing Spider-Man observes his younger self interacting with his girlfriend, Michelle Jones.

Having been convinced by his counterparts to try to help the villains again instead of simply sending them back to their tragic fates, younger Peter and his alternate versions go to the laboratory of the high school to work on the cures. The Amazing Spider-Man offers to make the cure for the Lizard because he already did it once in his universe. While working, he observes his younger self romantically interacting with MJ and becomes thoughtful, remembering his own relationship with Gwen. The oldest alternate Peter notices him staring at Peter with MJ and asks about his love life. The other alternate replies he is not currently romantically involved with anyone and that he has no time for a normal life. The older Peter tells him that he has a complicated relationship with "his MJ", Mary Jane Watson. Then, Ned suddenly calls out to his Peter, but the three of them reply. After a brief confusion, they clarify to him that all of them have the same name and surname.

The Amazing Spider-Man and the others are shocked when the older Peter reveals he can make organic webs.

Once the cures are done, they review their plan. The Amazing Spider-Man explains that they will lure the villains somewhere and try to cure them while they fight, then use the magic box to send everyone home. He notices that the oldest Peter is still dressed in casual clothes and asks if he will go into battle as a "cool youth pastor" or if he has a suit. As response, the Friendly Neighborhood Spider-Man shows that he is wearing his suit underneath his casual clothes. The older Peter sees this universe's Spider-Man setting up the fluid for the web-shooters and asks what it is for. He then shoots a web, demonstrating that he can make organic webs without web-shooters, shocking everyone. The Amazing Spider-Man wonders how this is even possible.

The Amazing Spider-Man talks to his counterparts while waiting for the villains.

The three Spider-Men go to the Statue of Liberty, having chosen this place to be the location of their battle with the villains. They set the cures around the place with their spider-webs and this universe's Peter broadcasts their location to the reporter J. Jonah Jameson. While waiting for the villains to show up, the trio talks and shares past experiences. The Amazing Spider-Man tells about Electro's transformation into a villain, saying that he was the sweetest guy before falling into a pool of electric eels. The older Spider-Man bends himself and reveals he has a stiff back from swinging so much, so the other alternate says he has a similar problem and offers to help him by cracking his back. The Amazing Spider-Man reveals he is happy because he always wanted brothers. Still intrigued, he asks his older counterpart about his organic web fluid. The older thinks he is teasing him, but this universe's Spider-Man can relate to these questions because he cannot produce organic webs either. The oldest Peter explains that the web comes out naturally from him and it comes out only from the wrists. The other alternate wonders if he ever had a "web block", telling him that he has to produce his web on the lab and it runs out all the time. The older replies that he once had a "web block" during a period he was going through an existential crisis.

Older Spider-Man: "You're... you're amazing. Just to take it in for a minute. You're amazing. You're amazing."
Spider-Man: "Yeah, yeah, yeah, I can take it in. No, I can take it in. Thank You."
Older Spider-Man: "Will you say it?"
Spider-Man: "No, I kinda needed to hear that, thank you."
―Friendly Neighborhood Spider-Man and the Amazing Spider-Man[src]

The youngest Spider-Man asks his alternate selves about the craziest villains they fought in the past. The oldest replies that this universe's Peter already met some of them and mentions that he once confronted an alien made of black goo, Venom. The youngest Peter reveals that he once fought a purple alien, Thanos, on both Earth and in space, which surprises his alternates. The Amazing Spider-Man thinks that he is "lame" compared to the other two Spider-Men because he is the only one who never fought an alien and mentions confronting a russian guy in a rhinoceros machine, Rhino. The Friendly Neighborhood Spider-Man realizes that the other alternate lacks self-confidence and tries to assure that he isn't lame, saying he needs more self-talk because he is "amazing". The other alternate thanks the older for the compliment, because he really needed to hear reassurance from his other self.

The Amazing Spider-Man tries to talk with Electro.

Their conversation ends with the arrival of the villains. The two alternates try to lure their attention while the youngest goes get the cures. The Amazing Spider-Man confronts Electro. He tries to talk to the villain, saying he actually wants to save him. But Electro refuses Spider-Man's help. Both alternates ask the younger Peter to give them the cure at the same time and their teamwork ends up being disastrous. Before he can get the cures, this universe's Spider-Man is caught by Sandman and tries to shoot a web in an attempt to pull himself out of the villains hold, only for the web to be cut when the Amazing Spider-Man bumps into it mid-swing. Having lost his own web after bumping into the younger's, the Amazing Spider-Man tries to shoot another, but it ends up sticking to the oldest Spider-Man's face.

I love you guys.
―The Amazing Spider-Man to his two counterparts[src]

The Amazing Spider-Man and the other Spider-Men think about a new plan to defeat the villains.

Seeing that their plan isn't working at all, the trio decided to regroup and think a better strategy. The Amazing Spider-Man points out he was calling out to "Peter-Two", referring to the oldest Peter, who did not reply. But the Friendly Neighborhood Spider-Man thought that "Peter-Two" was the other alternate, not him. The youngest Peter recognizes that they are clearly terrible at teamwork. The two alternates admit that they don't know how to work as a team, but this universe's Peter mentions that he already was part of the Avengers. However, the other two are proud of him but also confused, as they don't know what is the Avengers. The Amazing Spider-Man asks if the younger is talking about a band. Realizing that there is no Avengers in their alternate universes, the younger decides not explain this at the moment. He tells his alternates that they should to trust their "tingle" and coordinate their attacks. The two alternates suggest to pick one villain to confront at a time. Then, they decide to identify this universe's Spider-Man as "Peter-One", the Friendly Neighborhood Spider-Man as "Peter-Two" and the Amazing Spider-Man as "Peter-Three". As they are about to go back to the battle, Peter-Three stops his other selves to say that he loves them.

The Amazing Spider-Man with the other two Spider-Men.

The trio returns to the fight, swinging together. They decide to pick Sandman as their first target. Peter-Two decides to lure the villain inside the statue, so Peter-Three tells the older that they will meet at the top and goes to get the cure. However, Peter-Three is then caught by the Lizard. While facing the Lizard, Peter-Three throws Sandman's cure to Peter-One, who drops it upon being hit by Electro's lighting. Peter-Three manages to free himself from the Lizard by shooting webs that end up webbing him up and then recovers the cure that the younger dropped. He then throws the cure again to Peter-One, who gives it to Peter-Two at the top of the statue. After the oldest Spider-Man cured Sandman, the trio decides that Electro is next. Peter-Three holds the item to cure the villain and points out that he has never seen Electro so powerful. Peter-One says that it is because of his Arc Reactor, so they should remove it from him. The three Spider-Men attempt to attack Electro, but they all fail. Electro uses his powers to hold Peter-Three in the air while electrocuting him, making him drop the item to remove the Arc Reactor. When Peter-Two gets the item and tries to help his counterpart, however, they are both grabbed by Dr.Octavius' tentacles. Although initially it looks like he has come to fight them too, Doctor Octopus actually was previously cured by Peter-One and showed up to help the heroes. He saves the two Spider-Men and uses the item to cure Electro. Following this, Peter-One also manages to cure the Lizard.

Peter-Three with Max Dillion after he was cured.

Right after Octavius cured Electro, Peter-Three approaches to talk with him. Having reverted to being Maxwell Dillon, he assures Spider-Man that he is fine, although he is now a nobody again. Peter-Three disagrees, as he doesn't think that Max was ever a nobody. Max tells him that he was surprised upon seeing Spider-Man's face, because he is so young. Since Spider-Man helps poor people, Max admits he thought he was black. Spider-Man apologizes for his disappointment, but Max tells him that it is okay, a black Spider-Man must exist somewhere out there. Peter-Three agrees with him.

Peter-Three almost crying after successfully saving MJ from dying like Gwen did.

As Doctor Strange appears through a portal carrying the magic box and is surprised to find three Spider-Men, Peter-One introduces his alternate selves to the wizard. Peter-Three thinks Strange could have shown up earlier to help the youngest Peter. Their talk is interrupted by the Green Goblin, who takes the magic box and places a bomb inside of it. Strange recovers the magic box with Octavius's help, but Strange doesn't notice the bomb, which detonates, destroying the box and the structure of the Statue of Liberty. This causes MJ, who had arrived through a portal opened by Ned, to fall off the scaffolding. Her Peter immediately jumps to save her, but the Green Goblin comes flying his glider and knocks him aside. Peter-Three watches the scene unfolding in horror, as Gwen died in a very similar way. Fearing that the same tragedy will happen again, the Amazing Spider-Man jumps and catches MJ. Upon safely landing on the ground with MJ in his arms, he asks if she is okay. MJ is startled but is not injured. Realizing that he successfully prevented MJ to have the same fate as Gwen, Spider-Man loses his composure and gives her a tearful look. MJ notices that he is about to cry and asks if he is okay. Peter-Three smiles at her and assures that he is fine.

Peter-Three and Peter-Two see the younger Spider-Man fighting the Goblin and decide to intervene.

Then, Peter-Tree and Peter-Two spot the youngest counterpart fighting the Green Goblin. Because the villains caused the death of Aunt May, Peter-One faces his enemy in rage, wanting to avenge his aunt, causing the two alternates to watch this fight in concern. The duo decides to intervene when Peter is about to kill the Green Goblin using his glider. While Peter gets the Green Goblin's cure, Peter-Two stops the younger from murdering the villain. However, as he returns, Peter-Three is shocked to witness Peter-Two being stabbed from behind by the Green Goblin. As the villain is distracted taunting Peter-One, Peter-Three takes the chance to throw the cure, so the younger Spider-Man catches it and finally cures the last villain. With their mission completed, Peter-Three runs towards the fallen Peter-Two. The older Peter reassures the other alternate that he is fine, he has been stabbed before. Peter-Three turns to Peter-One and compliments his catch of the cure, in turn, the younger praises his throw.

Peter-One hugs Peter-Three and Peter-Two.

Looking up, Peter-Two finally notices the dimensional rift in the Multiverse, which opened when the magic box was destroyed and Strange's spell was released. The oldest Peter wonders if he is dying because he can see people in the sky on the other side of the rift, but Peter-Three assures him that this is really happening. When Peter-One decides to leave to talk with Doctor Strange and fix the rift, Peter-Three stays to tend Peter-Two. The youngest Peter returns to say goodbye, explaining to his alternate selves that they are about to be sent back home. He thanks his counterparts and stutters, nervously trying to say more to express his gratitude, but the alternates interrupt him because as they are the same person, they already know. The trio shares an embrace before the younger leaves.

Peter-Three says goodbye to Peter-Two.

As he is about to be sent back to his universe, the Amazing Spider-Man looks at the older Peter and gives him a peace sign. The Friendly Neighborhood Spider-Man returns the gesture and they both vanish as they are sent back to their respective universes along with the cured villains.


The Disney Wiki has a collection of images and media related to The Amazing Spider-Man.


  • Andrew Garfield agreed to return as Spider-Man after finding out Tobey Maguire had said yes to returning and when Andrew had found out about his Spider-Man saving MJ, the love of his younger self's life as Garfield felt it was nice closure and a way of his Peter Parker to redeem himself after failing to save the love of his life Gwen Stacy.[2]
  • Following the death of Aunt May, this Peter Parker and the other alternate version of Peter Parker say that uncle Ben said "with great power, there must also come great responsibility", but this universe's uncle Ben never actually said those words. Instead that version of the line was said slightly differently.


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