The sky above New York changed.
Ben Stuart stood on the rooftop of his mansion, staring toward the horizon.
The city below was alive.
Cars moved through the streets.
People walked beneath the glow of streetlights.
Buildings illuminated the night.
Everything looked normal.
But Ben knew better.
His Omnitrix had never been wrong about dimensional energy.
Not once.
A faint green holographic display hovered above his wrist.
UNKNOWN ENTITY DETECTED
DISTANCE: 14.7 KILOMETERS
DIMENSIONAL SIGNATURE: UNSTABLE
THREAT LEVEL: UNKNOWN
Ben narrowed his eyes.
"Unknown isn't exactly comforting."
Behind him, Alfred approached silently.
The older man carried a tablet in one hand.
"Master Ben."
Ben turned.
"What did you find?"
"I analyzed the data you recovered from the Project Eclipse facility."
"And?"
Alfred hesitated.
"You're not going to like it."
Ben sighed.
"That's becoming a pattern."
Alfred turned the tablet toward him.
Several lines of information appeared.
PROJECT ECLIPSE
PRIMARY OBJECTIVE: IDENTIFY EXTRA-DIMENSIONAL ANOMALIES
SECONDARY OBJECTIVE: CONTAIN OR CONTROL ANOMALIES
SUBJECT A: BEN STUART
SUBJECT B: PETER PARKER
Ben's expression hardened.
"Anything about the entity?"
"Yes."
Alfred swiped.
A distorted image appeared.
It showed something floating above New York.
The image was almost impossible to understand.
A humanoid silhouette.
Surrounded by distorted space.
Ben stared at it.
"That's not a ship."
"No."
"Not a portal."
"No."
"Then what is it?"
Alfred looked at the screen.
"We don't know."
Ben looked toward the horizon again.
"Lyra."
The Omnitrix activated.
A green holographic doorway appeared beside him.
A moment later, Lyra stepped through.
She was dressed in the same dark robe she always wore inside the dimensional library.
Her eyes immediately went toward the sky.
"You felt it."
Ben nodded.
"Something entered this universe."
Lyra was silent.
Then she said something that made Ben's expression change.
"It didn't enter."
Ben frowned.
"What?"
Lyra looked at him.
"It arrived."
"What's the difference?"
"A portal connects two locations."
She pointed toward the sky.
"That thing didn't use a portal."
Ben's eyes narrowed.
"Then how did it get here?"
"It was already here."
Ben stared at her.
"That's impossible."
Lyra shook her head.
"Not in the way you mean."
She walked toward the edge of the rooftop.
"Some beings don't travel between dimensions."
She looked toward the stars.
"They exist between them."
Ben's mind immediately began working.
"Interdimensional entity."
"Possibly."
"Energy-based lifeform?"
"Possibly."
"Cosmic entity?"
"Possibly."
Ben sighed.
"You're really helpful tonight."
Lyra smiled slightly.
"I am a librarian."
"Right."
"I tell you what I know."
"And you don't know what that thing is."
"No."
Ben looked at his Omnitrix.
The device suddenly beeped.
BEEP.
The display changed.
DIMENSIONAL ANALYSIS COMPLETE
SPECIES: UNKNOWN
ORIGIN: UNKNOWN
ENERGY TYPE: UNKNOWN
BIOLOGICAL STRUCTURE: UNDETERMINED
Then another message appeared.
Ben's eyes widened.
OMNITRIX RESPONSE: CAUTION
He stared at the word.
"Caution?"
Lyra's expression became serious.
"That is unusual."
Ben nodded.
"The Omnitrix usually analyzes something."
"Not everything can be analyzed."
Ben looked at her.
"You're saying this thing is beyond the Omnitrix?"
"No."
Lyra shook her head.
"I'm saying you don't yet understand what your Omnitrix is becoming."
Ben was silent.
The Adaptive System.
Ever since the encounter with Eclipse, the Omnitrix had been behaving differently.
It wasn't simply scanning DNA anymore.
It was learning.
Adapting.
Changing.
And sometimes...
Making decisions.
Ben looked down at the device.
"I don't like that."
"Neither do I."
Suddenly—
BOOM!
A shockwave passed through the city.
Windows shook.
Cars stopped.
People looked upward.
Ben immediately moved toward the edge of the building.
A bright object had appeared above the city.
It wasn't falling.
It was descending.
Slowly.
Like something was deliberately lowering itself toward Earth.
Ben activated the Omnitrix.
"Alfred."
"Yes, Master Ben?"
"Keep Lyra here."
"What about you?"
Ben smiled.
"I'm going to say hello."
Midtown High School
The next morning, Peter Parker was exhausted.
He hadn't slept.
Not properly, anyway.
He had spent most of the night swinging through New York.
There had been something strange in the sky.
Peter had seen it.
He didn't know what it was.
But his spider-sense had been screaming.
Something was wrong.
Peter sat at his desk and rested his head against his hand.
Ned leaned toward him.
"You okay?"
Peter looked up.
"Yeah."
"You look terrible."
"Thanks."
"You're welcome."
Peter glanced toward the classroom entrance.
Ben walked in.
Perfectly calm.
His backpack was hanging from one shoulder.
He looked completely normal.
Almost too normal.
Peter watched him carefully.
Ben noticed.
"Morning."
Peter hesitated.
"Morning."
Ben sat down beside him.
For several seconds, neither spoke.
Then Peter leaned closer.
"Did you see it?"
Ben looked at him.
"See what?"
"The thing in the sky."
Ben smiled.
"I saw something."
Peter's eyes narrowed.
"What do you think it was?"
"Something unusual."
"That's it?"
"That's it."
Peter sighed.
"You are incredibly frustrating."
"I've been told."
Ned turned around.
"What are you two talking about?"
"Nothing," Peter said quickly.
Ben smiled.
"Aliens."
Ned's eyes widened.
"Aliens?!"
Peter stared at Ben.
Ben shrugged.
"I'm kidding."
Ned laughed nervously.
"Don't do that!"
The teacher entered.
Everyone returned to their seats.
But Peter couldn't concentrate.
Something about Ben was bothering him.
He remembered the anonymous message.
He remembered the photograph.
He remembered the words.
WE KNOW WHAT YOU ARE.
And now...
Ben was acting like nothing had happened.
Peter's spider-sense suddenly tingled.
Hard.
He looked toward the window.
Ben noticed.
Their eyes met.
For half a second, neither moved.
Then Ben quietly said:
"After school."
Peter frowned.
"What?"
"We need to talk."
Peter swallowed.
"About what?"
Ben's expression became serious.
"Everything."
After School
The school building emptied slowly.
Ben waited on the rooftop.
Peter arrived five minutes later.
He looked around.
"Why are we meeting here?"
"Privacy."
Peter folded his arms.
"Okay."
Ben turned toward him.
"You've been followed."
Peter froze.
"What?"
"Not by the police."
Ben continued.
"Not by the government."
Peter's face became serious.
"Then who?"
"Project Eclipse."
Peter stared at him.
Ben pulled out a small device.
A holographic image appeared.
It showed surveillance footage.
Peter saw himself walking through New York.
Another image showed Ben.
Then another.
Peter's eyes widened.
"They've been watching us."
"Yes."
"For how long?"
"I don't know."
Peter looked at Ben.
"How do you know all this?"
Ben remained silent.
Peter stepped closer.
"Ben."
"I know more than I should."
"That's not an answer."
"I know."
Peter's expression hardened.
"You've been hiding something from me."
Ben looked directly into his eyes.
"So have you."
Silence.
Peter's heart began beating faster.
Ben continued.
"I don't know what happened to you."
Peter looked away.
"But whatever happened..."
Ben paused.
"...you don't have to tell me."
Peter looked back.
Ben smiled.
"I just want you to know that if you ever need help..."
Peter's expression softened.
"...I'm here."
Peter didn't know what to say.
Then—
BEEP.
Ben's Omnitrix activated.
Peter's eyes went toward his wrist.
Ben immediately covered it.
Too late.
Peter had seen the green light.
"What was that?"
Ben looked at him.
"Nothing."
Peter raised an eyebrow.
"That was definitely not nothing."
Before Ben could answer—
The entire rooftop shook.
Both boys looked upward.
A massive distortion appeared in the sky.
Peter's spider-sense exploded.
"Get down!"
Peter grabbed Ben and pulled him aside.
A beam of strange energy struck the rooftop.
BOOM!
Concrete exploded.
Peter immediately realized what he had done.
He had moved far too quickly.
Ben stared at him.
Peter stared back.
Neither spoke.
Then Ben smiled.
"So..."
Peter slowly stood.
"Don't."
"You're Spider-Man."
Peter's shoulders dropped.
"I can explain."
Ben laughed.
"Peter, you literally just threw me across a rooftop."
"I panicked."
"You have superhuman reflexes."
"I know."
"Wall-crawling?"
Peter looked embarrassed.
"Yes."
"Spider-sense?"
"Yes."
"Super strength?"
"Yes."
Ben grinned.
"That's actually pretty cool."
Peter stared at him.
"You're not angry?"
"Why would I be?"
"I lied to you."
"I lied too."
Peter looked at him.
"What exactly are you?"
Ben's smile faded.
Before he could answer, the sky flashed.
Both boys looked upward.
The unknown entity had moved.
It was now directly above them.
The creature descended.
Slowly.
Its shape became clearer.
Humanoid.
Tall.
Almost seven feet.
Its body appeared to be made from dark translucent material.
Inside its body, countless points of light moved like stars.
Its face had no eyes.
No mouth.
No nose.
Only a glowing symbol.
A circle divided by three lines.
The Omnitrix reacted instantly.
WARNING
UNKNOWN COSMIC SIGNATURE
ADAPTIVE SYSTEM ACTIVATING
Ben's eyes widened.
"No."
The device began changing.
Green energy spread across his arm.
Peter stepped back.
"Ben?"
"I'm fine."
The Omnitrix began transforming.
Ben grabbed it.
"Stop!"
It didn't.
The symbol on the creature's face suddenly changed.
The same symbol appeared on Ben's Omnitrix.
Then a voice entered their minds.
Not through their ears.
Through their thoughts.
BEN STUART.
Ben froze.
Peter looked around.
"Did you hear that?"
"Yes."
The voice continued.
YOU HAVE BEEN SEARCHING FOR ME.
Ben's eyes narrowed.
"I don't even know who you are."
BUT YOUR DEVICE DOES.
The Omnitrix flashed.
A massive amount of data appeared.
Ben couldn't process it fast enough.
ORIGIN: OUTSIDE STANDARD DIMENSIONAL FRAMEWORK
DESIGNATION: UNKNOWN
CLASSIFICATION: POSSIBILITY ENTITY
Ben's breathing stopped.
"Possibility..."
The entity descended another few meters.
YOU CARRY A DEVICE DESIGNED TO RECORD LIFE.
Its glowing symbol shifted.
BUT YOU...
The creature pointed toward Ben.
...CARRY SOMETHING FAR MORE DANGEROUS.
Ben clenched his fists.
"What?"
The entity answered.
POTENTIAL.
Peter looked at Ben.
"What does that mean?"
Ben didn't answer.
The entity continued.
YOUR EXISTENCE IS NOT FIXED.
YOUR FUTURE HAS NO SINGLE PATH.
EVERY CHOICE YOU MAKE CREATES POSSIBILITY.
Ben felt something cold move through him.
His first wish.
Infinite evolving potential.
He had always thought of it as limitless growth.
More power.
More intelligence.
More possibilities.
But perhaps...
It meant something else.
The entity continued.
YOU ARE A BRANCH THAT REFUSES TO STOP GROWING.
Ben stared at his Omnitrix.
The Adaptive System was now completely active.
ADAPTIVE FORM AVAILABLE
STABILITY: 72%
ENERGY CONSUMPTION: MODERATE
Ben slowly smiled.
"So that's why you came."
The entity didn't move.
NO.
A pause.
I CAME BECAUSE SOMETHING ELSE IS COMING.
Ben's smile disappeared.
"What?"
The entity looked toward the horizon.
For the first time, its body seemed tense.
THE ECLIPSE IS NOT THE THREAT.
Peter's eyes widened.
Ben immediately understood.
"Project Eclipse?"
The entity's voice became quieter.
THEY ARE ONLY LOOKING FOR YOU.
Ben's blood ran cold.
"Then what is the real threat?"
The entity looked directly at him.
THEY ARE LOOKING FOR THE DOOR.
Ben frowned.
"What door?"
The creature raised one hand.
Space itself began to distort.
A massive image appeared above New York.
It showed something impossible.
A dark structure floating between dimensions.
It looked like a doorway.
But behind it was not another world.
There were thousands.
Millions.
Perhaps infinite realities.
Ben stared.
The entity spoke.
YOUR PRIVATE DIMENSION IS NOT THE ONLY PLACE OUTSIDE THIS UNIVERSE.
Ben's eyes widened.
His private dimension.
The place he had considered completely secure.
The place where he trained.
Where his library existed.
Where Lyra lived.
Where he stored the Omnitrix technology.
The entity continued.
SOMEONE HAS FOUND ITS SHADOW.
Ben's expression hardened.
"Who?"
The creature's symbol began glowing brighter.
ECLIPSE.
Ben's Omnitrix suddenly displayed a new warning.
DIMENSIONAL BREACH DETECTED
LOCATION: PRIVATE DIMENSION
Ben froze.
"What?"
Peter looked at him.
"What's wrong?"
Ben stared at the Omnitrix.
His voice was barely audible.
"They found it."
The entity disappeared.
Not through a portal.
Not through teleportation.
It simply ceased to exist.
Ben immediately activated the Omnitrix.
"LYRA!"
No response.
"LYRA!"
Nothing.
Peter looked at him.
"What happened?"
Ben's expression had completely changed.
"The private dimension."
He looked toward the sky.
"Someone is inside."
The Private Dimension
Lyra stood alone inside the library.
Every book was silent.
Every light was still.
The endless halls stretched into darkness.
Then—
A single book fell from a shelf.
Lyra looked toward it.
The title was impossible to read.
She slowly approached.
The book opened by itself.
Its pages turned rapidly.
Then stopped.
A single sentence appeared.
THE DOOR HAS BEEN FOUND.
Lyra's eyes widened.
Behind her...
The library lights went out.
One by one.
Darkness spread through the infinite halls.
Then a voice whispered from somewhere beyond the shelves.
"Finally."
Lyra turned.
A shadow stood at the end of the corridor.
It was wearing a familiar black coat.
A silver mask covered its face.
And on the mask was the symbol of Project Eclipse.
The figure smiled.
"We found him."
The library doors slammed shut.
New York
Ben looked at Peter.
"We're going."
Peter nodded.
"Where?"
Ben activated the Omnitrix.
"Somewhere you really shouldn't be."
Peter pulled his mask from his backpack.
"Sounds like my kind of night."
Ben smiled.
The Omnitrix began glowing.
ADAPTIVE COMBAT MODE
ACTIVATED
Green light exploded across the rooftop.
And somewhere beyond reality itself...
A door began to open.