Type: Divergent Earth

Environment: Earth-like

Usual means of access: Presumably vibrational attunement

Dominant Life Form: Humans

Significant Inhabitants: Sally Avril, Betty Brant, the Burglar, Electro, the Fantastic Four (Human Torch, Invisible Girl, Mister Fantastic, Thing), John Jameson, J. Jonah Jameson, Lim, Dr. Otto Octavius, Ben Parker, May Parker, Phillips, Principal Davis, Professor Blevins, Sandman, the Spider (Eugene "Flash" Thompson), Spider-Man (Peter Parker), the Vulture, Anna Watson, Mary Jane Watson

Significant Locations: The Baxter Building, the Daily Bugle, Midtown High School, all three in New York City, New York

First Appearance: What If? II#76 (August, 1995)

History: (What If? II#76) - After a bullying by "Flash" Thompson, young Peter Parker visited a scientific exhibit involving radiation, not noticing that a lone spider had become accidentally irradiated by the experiments. The experiment was soon interrupted by Flash, who had followed Parker to the exhibit to inform him that Sally Avril was his girl. In the process of shoving Peter, Flash was bitten by the irradiated spider and,feeling lightheaded, left the exhibit. Peter followed to make sure he was ok and witnessed Flash climb up a nearby wall to avoid getting hit by an oncoming car. Angered at the car, Flash grabbed a piece of the building and hurled it down at the car, stopping it dead in its tracks. Still angry, Flash climbed back down from the building and ripped the roof of the car off and threatened the inhabitants. Upon hearing police sirens, Peter suggested that he and Flash leave the scene to avoid having to pay for Flash's damage to the car. Parker and Thompson spoke about Flash's new powers and Peter suggested that Flash become a crimefighter, like the Fantastic Four.

    That night, while Peter worried about the consequences of a bully like Flash having super-powers, Flash thought himself unstoppable and decided to trick Peter into helping him come up with a disguise and weapons to go with his powers. The next day, Flash asked Peter to design a disguise and weapons and Peter decided to make Flash some non-lethal weapons in order to keep Flash out of trouble. Later that night, Peter had discovered a chemical that acted as a sort of "web" fluid that dissolved in an hour and a spider-like costume that Flash could use. Seeing Peter designing all of the weapons from outside, a petty crook called the Burglar decided to rob Peter's next-door neighbors, worried that Peter might give him some trouble if he robbed their house.

    Later still, Peter's aunt May and uncle Ben informed him that they were leaving to visit Anna Watson, as her niece was killed by the Burglar, who had broken into the Watson home and later died in a police shootout afterwards. After the death of Anna's niece, Mary Jane, Peter decided to help Flash stop crime any way he could and presented Flash with the costume and web-shooters he had designed. Flash hurried Peter out the door so that he could use his powers to swipe a million dollars worth of diamonds from under the nose of recent celebrity criminal, the Vulture. Flash then visited the scene of the Vulture's proposed crime, trying to use his spider-sense to get an idea of where the Vulture's attack route would be. The Vulture soon attacked, but was webbed by Flash, now calling himself the Spider. He then stole the diamonds himself, claiming that the Vulture was old news and that the Spider was the criminal of tomorrow.

    That night, Peter confronted Flash about his criminal activities and warned that if Flash didn't return the diamonds, that he would be forced to turn Flash in himself. Flash then announced that he was tired of Parker's moralizing and proceeded to web Peter to the side of a building. He then reminded Peter what would happen when the web dissolved after an hour. After Flash left, Parker remembered that he still a vial of web-dissolving compound in his pocket that he had planned on giving Flash. Using just a small bit of the dissolvent, he managed to break his arm free of web and reach a ledge of the building.

    After saving himself and talking to his aunt and uncle about responsibility, Peter designed various technological devices that would allow him to counter Flash's super-powers, but knew that Flash's strength would be a problem. Thinking that he might need help, Peter visited the lab of Dr. Otto Octavius after he heard about the doctor's amazing artificial limbs that he used in his research. Peter offered to trade notes on the artificial arms, but Otto attempted to have Peter escorted out of the lab. On his way out, Peter warned Otto that the radiation meter was indicating a dangerous build-up. Otto realized that Peter was right and corrected the problem, thanking Peter for his quick wits.

    Much later, as publisher J. Jonah Jameson mourned the loss of his son in a shuttle crash, Flash broke into the Daily Bugle and demanded that Jonah print a ransom demand from him. Betty Brant quickly called the police when she saw her boss being threatened in his office. As the Spider continued to threaten Jameson, his spider-sense went off. At that time, Peter Parker entered the room, wearing an exoskeleton containing six mechanical arms that he helped design with Dr. Octavius. Calling himself Spider-Man, Peter jumped into battle with Flash. When Flash tried to web Peter's mechanical arms, the webbing slid right off due to its polymer coating. Flash tried again, this time webbing Peter himself, but Peter's exoskeleton released a chemical mist that dissolved the webbing. Taking the offensive, Peter squirted Flash in the eyes with a chemical compound that altered the composition of Flash's mask eyepieces, making them opaque on both sides. Flash quickly grabbed a hostage in Betty Brant and threatened to snap her neck, but Peter hit a button on his exoskeleton, causing it to emit a sonic wave frequency that caused Flash's spider-sense to go into overload. With Flash passed out from pain, Jameson thanked Peter for his courage and asked what his name was. Peter told Jonah his name and then made his way back to his aunt and uncle's home.

    Back at home, Peter told his aunt and uncle the truth about what had happened and how he had stopped Flash's crime spree. Before they even had time to congratulate him, the Invisible Girl arrived outside their home in the Fantasticar. She then invited the Parkers to the Baxter Building, where Mister Fantastic explained to Peter that while Flash was in custody, he had time to isolate the isotope in Flash's bloodstream and remove it, effectively ending his criminal career. Mister Fantastic then showed the hypodermic needle containing Flash's isotope as Peter fantasized about getting the powers himself. Mister Fantastic then squirted the needle's contents down the drain, causing Peter to ask why he did that when so much good could come of those powers. Reed replied that Peter didn't need super-powers to do good and that one day, he felt that Spider-Man's accomplishments would eclipse those of the Fantastic Four.

    The next day, Midtown High declared the day to be Peter Parker Day for his heroics and Peter gave a speech thanking his aunt and uncle. In the weeks that followed, Peter used his Spider-Man exoskeleton to battle such other threats as the Sandman and Electro.

Comments: Created by Terry Austin and Stuart Immonen.

This Earth diverged from the events seen in Amazing Fantasy I#15 (August, 1962).

This reality's designation was revealed in the Official Handbook of the Marvel Universe A to Z Vol.2

Profile by Proto-Man

This reality should be distinguished from:



    When the Burglar made his way to the Parker residence to retrieve loot that had been hidden there years before, he noticed Peter making weapons for Flash and decided to rob the Watsons next door instead. In the robbery that ensued, the Burglar killed Anna Watson's niece, Mary Jane, but was killed in a police shootout following the crime.


--What If? II#76 (#76d,





    A somewhat arrogant scientist, Dr. Otto Octavius was contacted by Peter Parker after Parker had discovered Otto's usage of the mechanical arms of his own design. Peter tried to show Otto his own designs for another set of mechanical arms, but the arrogant doctor had Peter escorted out of his lab. As he left, Peter noticed a flaw in the radiation levels of Otto's most recent experiment and warned him of it. Finding the flaw, Otto thanked Peter for his quick wits and helped him design his own set of mechanical arms, which Peter used to become Spider-Man and stop Flash's crime spree.


--What If? II#76





    Ben Parker was exactly like his 616 counterpart up until the Burglar broke into the Watsons' home instead of the Parkers'. After Mary Jane's death, Ben noticed that his nephew, Peter, was sulking in his room as if worried. Peter explained that he had a couple of huge problems and Ben proceeded to give Peter a talk about standing up for himself, inspiring Peter to stand up and stop Flash Thompson's crime spree. After defeating Flash, Peter revealed his identity to Ben and May Parker.


--What If? II#76




    When Flash Thompson was bitten by a radioactive spider, he gained the proportionate strength, agility, and senses of a spider. Tricking Peter Parker into designing a costume and web-shooters for him, Flash took to a life of crime as the Spider. When he threatened J. Jonah Jameson, Peter arrived with his own gadgets and defeated Flash. Later, when the police turned Flash over to the Fantastic Four, Mister Fantastic managed to isolate the isotope that gave Flash his powers and removed it.


--What If? II#76




    When Flash Thompson was bitten by the radioactive spider and given super-powers, Peter Parker was there to witness it. Flash soon tricked Peter into designing a costume and web-shooters for him and then used them to go on a crime spree as the Spider. When he realized that Flash had become a criminal, Peter was inspired to stop him by a talk with his uncle Ben. With the help of Dr. Otto Octavius, Peter designed a set of mechanical arms and a polymer-coated exoskeleton equipped with a web-dissolving chemical mist and a sonic wave generator. He then used the exoskeleton to go into battle against Flash as the amazing Spider-Man. After the battle, he publicly revealed his identity to J. Jonah Jameson, Betty Brant, and his aunt and uncle.


--What If? II#76

images: (not counting ads)

What If? II#76, front cover (Spider-Man vs. the Spider, main pic)

 p2, pan5 (the Burglar)

 p9, pan6 (the Spider)

 p12, pan2 (Ben Parker)

 p13, pan6 (Dr. Otto Octavius)

 p16, splash page (Spider-Man)

Any Additions/Corrections? please let me know.

Last Updated: 07/11/05

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