Lost in time, Peter is faced with a tough decision. He watches as his future self, surrounded by armed men and women telling him not to move. He also watches his younger self the day that he was transformed forever into Spider-Man, and wonders if he should help the future or the past versions of himself.

The future version is confronted by William Lamont, who tries to convince the future version of himself not to fight back and to let himself be taken. The future Spider-Man disagrees, saying that he has to do this. William Lamont walks away, and future Spider-Man looks back at the grave behind him, that of his beloved Aunt May, saying how things will be better for Mary-Jane and for their son, Ben. He puts up a valiant effort, tearing a hole in the line of the people before finally being shot down.

Peter then watches his younger self as the spider descends on him, wondering if he should change the incident by shooting the spider off with his webs. Unable to do it, both the current and past Peter Parker scream in agony. The past version fading, the current version of Peter is confronted by Doctor Strange, who had just found Peter. Doctor Strange tells him that he must follow his voice to return to the present.

Dazed by the impact of Strange's spell, he wakes up to see the Sandman, as he was when they first fought back at the beginning of his career. Quipping about the fact that he is as stupid back when they first met, Spider-Man easily leaps over him and heads to the vacuum cleaner, how he originally defeated the Sandman. As he is on the verge of victory, everything goes white with Doctor Strange's voice telling him to follow it.

He reappears, this time fighting the Vulture, again in the same way they first fought. Being thrown into a water tank, he comes up for air, once again hearing Doctor Strange and experiencing a change of scenery. This time he hears a hissing noise from behind, which is revealed to be the Lizard. Fighting with him while talking about how they will meet in about thirty minutes, he once again is transported to another time.

This time he is facing Electro, wearing the rubber gloves he wore to defeat him. He fights his way through him, knocking him out with a punch. He awakens to the seen of Betty Brant, his old girlfriend looming over the dead body of her brother, and as he tries to comfort her, she slaps him and he tries to explain, before being spirited away.

He then sees Mysterio using his illusions. Standing there for a moment, he triest to rest, before being taken to fight the Hulk, who wants to smash him. During the fight with the Hulk, he is buried under rubble, before being taken away once more. Trapped and having the only thing that can save Aunt May's life, he lifts up the rubble and moves on.

Hearing a girl's voice, he see that he is atop the bridge where Gwen Stacy died, and watches as the Green Goblin throws her off. Attempting to save her and failing once more, he stops and is sitting in darkness before Doctor Strange convinces him to move on despite the pain and agony he is feeling. And so, he moves on.

He faces numerous of his most famous foes and tragic situations, before finally, after a long journey, he returns to present, where the Thing is telling him how he ran out of opponents. Realizing he is back, he returns in time to stop Reed Richards from making the mistake and giving Dormammu power, and with the help of the Fantastic Four, Avengers, and Doctor Strange, they stop the attacks.

He is given a present by Doctor Strange, and returns to his house to celebrate his birthday. Following his party, he takes out Doctor Strange's present and his Uncle Ben appears, and has a conversation with him. Ben tells him that all he should be is happy, and Peter returns after their time is up to MJ in bed.