- Stan Lee: You know, Spidey? I've always wanted to experience *real* web-slinging.
- Spider-Man: And I've always wanted to be appreciated as a real hero.
- Spider-Man: I don't believe what you're telling me. In your reality, I'm a character in fiction?
- Spider-Man Prime: Yep, and I'm an actor who plays you on TV. And there's someone here I knew you have to meet. He's the man who created you for fans all over the world.
- Spider-Man: You know, for so long, I thought I never got any breaks. But now after all I've been through, for once I like my life. I like myself. And for the first time ever, I wouldn't want to change anything about me.
- Stan Lee: Gee, you're definitely not the same guy I've been writing about all these years.
- Spider-Man: Well, Stan, we all have to grow up sometimes, I suppose. Even us characters of fiction.
- Madame Web: [appears in a portal] Spider-Man. It's time go.
- Stan Lee: Who is that exotic lady?
- Spider-Man: Oh, her? She's my ride. It's been great meeting you. Take care of yourself.
- Stan Lee: You too, Spider-Man. Farewell and good luck.
- Stan Lee: Well, I wonder how I'm supposed to get down from here. I suppose I could wait for the Fantastic Four to drop by and give me a lift.
- [last lines]
- Madame Web: Face front, true believer. We're going to find the real Mary Jane Watson. It's been a long, hard journey and I think you're finally entitled to some happiness.
- Spider-Man: Amen to that, dear lady. Amen to that.
- Spider-Man Prime: What are you planning to do?
- Spider-Carnage: I devised a way to amplify the dimensional transporter; only this hole won't lead to another dimension. I've recalibrated the interface.
- Spider-Man Prime: You've deliberately created an imbalance and whatever gets sucked into that hole...
- Spider-Carnage: Right! It will cease to exist in minutes! This hole will grow large enough to suck this city into oblivion and the entire planet!
- Spider-Man Prime: You can't do something this horrible! It just isn't in you. Because it isn't in me; and you are me.
- Spider-Carnage: I'm more you than ever!
- Spider-Man Prime: And maybe you're being overtaken by the symbiote. There's only one way I can find out. I need to reach the *real* Peter Parker inside of you. The one who cares about the people around him.
- Spider-Carnage: He's gone! For good!
- Spider-Man Prime: Is he? I know he won't talk to me. But I brought along someone he might want to talk to.
- [From behind Spider-Man Prime, a figure steps out of the shadows]
- Spider-Carnage: No! It can't be!
- [It is - Uncle Ben, alive and well]
- Uncle Ben Parker: Peter. It's me, Uncle Ben.
- Spider-Carnage: Uncle Ben?
- Uncle Ben Parker: I've been told everything.
- Armored Spider-Man: What is he doing? Why isn't he with my girl?
- Madame Web: Be quiet! He is using his head, something YOU may never learn to do!
- Uncle Ben Parker: I know you've had a very bad time but in this dimension, I'm here for you and no matter what, I love you.
- [Spider-Carnage unmasks]
- Spider-Carnage: I love you too, Uncle Ben.
- [loses his composure and falls to his knees]
- Spider-Carnage: I love you too.
- Uncle Ben Parker: Do you remember what I taught you about great power?
- Spider-Carnage: [sobbing] Yes. With great power there must also come great responsibility.
- Uncle Ben Parker: Peter, there's an evil inside you. It's your responsibility to the world and to yourself to expel it. Get rid of it. Please.
- Spider-Carnage: Yes. I must. I see that now.
- [Spider-Carnage doubles over in pain, screaming]
- Uncle Ben Parker: [to Spider-Man Prime] What's wrong with him?
- Spider-Man Prime: He's trying to get rid of this, but it's not giving up without a fight.
- Uncle Ben Parker: [to Spider-Carnage] Fight it, Peter. Fight it with all your heart and soul. Your real heart and soul.
- [the symbiote is close to separating itself from Peter, but the connection is too strong. Spider-Carnage continues to scream in pain]
- Spider-Carnage: Too painful! I'm sorry for all the things I did! Forgive Me!
- [Out of desperation, Spider-Carnage grabs the dimensional transporter and minimizes the hole to normal and throws himself into it]