is a four issue limited run 2007 comic book series starring an alternate future Peter Parker who has given up on being Spider-Man.

Takes place in Earth-70237.

Plot

It is 30 years into the future in an alternate universe, Earth-70237. Peter Parker is older, worn down, and living by himself. New York is run by Mayor Waters, who eliminated elections in "the name of security". Waters uses the "Daily Bugle Television Network" as a propaganda machine to promote himself. In addition, Waters has an emaciated Kingpin locked up and hooked up to an IV to survive. Their relationship consists mostly of mocking each other. Supervillians and Superheroes are now a thing of the past.

As the first issue starts, Mayor Waters activates a new system in the city called "WEBB". This new security system keeps people from entering or leaving the city of New York by way of a force field which covers the entire city. Peter works as a florist, and he is fired after he messed up an order for a wedding. Peter bumps into a kid who is running away from a wall where he has just spray-painted the words, "Where Did You Go?" The message is clear, this was directed towards Spider-Man. The child is caught by a police officer and beaten as Peter walks away without helping. He is a sad, heartbroken reflection of his former self.

Peter often has visions of his dead girlfriend, Mary Jane Watson. At the end of the first issue, J. Jonah Jameson--Peter's old boss--begs Peter to become Spider-Man once again to fight off the Mayor's new police force called "Reign". He also delivers a package to Peter, and apologizes for all the abuse he gave Peter during the time that he worked at the Daily Bugle. He also tells Peter that he sold the Daily Bugle because it was running on lies, and turned him into a liar in the process.

After Jameson walks away, and starts a riot with an army of children, Peter opens the package. Inside is his old camera, and one of his old costumes. After Peter stops the riot (wearing only a Spider-Man mask, his underwear, and socks) Jameson asks Peter if Spider-Man is back. He begs him to fight crime again. Instead, Peter punches Jameson in the face and walks away.

Shocked at the return of Spider-Man, Mayor Waters releases a new version of the Sinster Six called the "Sinner Six". This group is made up of older versions of Electro, Mysterio, Kraven the Hunter, Sandman, Scorpion and Hydro Man. They are promised by Mayor Waters that if they can kill Spider-Man, they can leave New York and go wherever they please. They agree and start hunting for Spider-Man.

As Jameson tells the city that Spider-Man has returned, the "Reign" police force begins to double-down on their oppression of the people of New York.

Following the news of Spider-Man's return, a much older version of the Hypno-Hustler comes out of retirement in hopes of now helping Spider-Man. Unfortunately, the boombox he uses to hypnotize the Reign soon runs out of battery power. The Reign reacts quickly, shooting at and killing Hypno-Hustler.

Meanwhile, in Peter's apartment, he struggle with visions he is having of Mary Jane Watson. His house is shot with a missile as Peter joyfully jumps out in a full clothed cloth version of his symbiote costume. He taunts the Sinner Six which he then battles in a six on one match. After the six corner Peter, Kraven pulls off his mask which show a crowd of people just how old and defeated their hero is.

Soon after, a corpse of Otto Octavius emerges from the underground, with only his tentacles called the "Four Sons" controlling his entire body with Otto's body actually being used as a puppet. It turns out, Otto gave a final command to his tentacles before he died, which was to show Peter three graves to hopefully make Peter want to become Spider-Man again. The graves of his aunt, May Parker, his uncle, Ben Parker, and his dead girlfriend, Mary Jane Watson.

The tentacles dig up Mary Jane's body, reminding Peter how she died. It turns out, due to the radioactive cells in Peter's sperm and blood, over the years, Mary Jane got Cancer to due to the prolouged exposure when they had intercourse. Peter remembers her final moments how, when Mary Jane was about to die on her death bed, Peter had a choice either to stay with Mary Jane as she died, or attend to gun shots outside as Spider-Man. Peter left her and when he came back, she was dead.

This made Peter vow giving up being Spider-Man for good, and buried Mary Jane along with his classic red and blue costume with her. After Peter finishes remembering and sees the error of his ways, he emerges in his red and blue classic costume to face the Sinner Six, and defeat them once and for all.

Meanwhile in Mayor Waters office, Jameson attacks Waters only to be defeated by Edwards Saks, who is the current host of the Venom symbiote. Edward calls the Sinner Six back to Mayor's building to defend it as Peter begins his attack.

The Mayor also releases versions of the Venom symbiotes on the city, which the people of New York drive back by ringing bells, and Sandman decides to detain from the Sinner Six after his teenage daughter, Susie Baker is killed by the Reign.

Peter comes to building to fight every member of the Sinner Six, only to defeat them all, with only Edward Saks, Venom is left. They face off in a one on one battle to the death. At the last moment, Sandman arrives to Peter giving him a button to press. He tells Peter that this button is made to kill every member of the Sinner Six (including him, and Venom) and was only to be pressed by Mayor Waters if any of them disobeyed him. Peter presses the button and all Sinner Six members, and Venom are killed instantly.

After Venom, the Sinner Six and the Reign are defeated for good, Jameson reports that crime level were as low as they were years ago, but so are hero activities. Peter comes to Mary Jane's grave once and for all to say he will join her one day in peace, but until then, he has, "responsibities" to attend to.