While watching the launch of the rocket containing John Jameson, Spider-Man sees Venom and Carnage on board. The rocket is heading for Anti-Earth (another alternative reality). Spidey wants to stop them, but he can't. Contact with Jameson is lost, and people believe that Spider-Man is to blame. Later, Spider-Man saves people from the fire and almost gets killed himself. People think that he really has died, and Spidey uses this incident to fly to Anti-Earth. He puts on a new suit with stealth mode and sonic weapons. This costume was created by Reed Richards. On Anti-Earth, Peter learns that Jonah Jameson has joined the resistance fighters. And the planet itself is inhabited by intelligent animals that live like people.

The costume from this storyline is added by this modification.