Peter Parker was left in a wheelchair after an explosion in the laboratory of Otto Octavius and his Uncle Ben was never killed. Through unknown means, Quentin Beck became Spider-Man and teamed up regularily with Flash Thompson, who was a super hero in his own right, to take down Doctor Doom and save the Fantastic Four.

Both heroes were loved by the city and all women found themselves infatuated with Flash, and he ended up engaged to Mary Jane Watson. Before the wedding, they were attacked by a huge portion of Spider-Man's rogues gallery. During the attack, Peter Parker helped Flash realize that this entire reality and its perfect world had been created inside his own head by Mysterio so he could learn the true identity of Spider-Man.^[1]