First seen in What If? (Volume 2) #76.
In this reality, after Flash Thompson pushed Peter Parker in the science exhibit that gave Peter his spider powers, Flash himself was bitten by the radioactive spider that original gave Peter Parker the spider powers to become Spider-Man.
Peter wanted to fight side-by-side with Flash as his sidekick. After tricking Peter into help Flash rob a Jewel Store and create inventions for crime fighting, he webbed Peter to a building so he could fall to his death when his webbing melted.
After Peter uses his brains to get out of the webbing, Peter decides that he must take down Spider-Man.
Peter goes to Dr. Otto Octavius for a hand, since Peter thinks extra arms can help him take down Flash. At first Otto says no, then, after Peter stops the high radition level that would turn Otto into the villian, Doctor Octopus, Otto agrees to help.
Meanwhile, a sad J. Jonah Jameson cries over the death of his son, John Jameson, who was never saved by Spider-Man.
Peter Parker and Otto create new, spider-like arms to help fight Spider-Man. Peter and Flash battle one on one, and Peter soon gains the upper hand, using a device to turn Flash's Spider-Sense against him and defeats him. J. Jonah Jameson declares "Peter Parker Day" as the day he took down Spider-Man.
Peter takes Flash to the Fantastic Four where they use a device to take away Flash's spider powers. Mr. Fantastic then dumps the remaining spider powers that were in a needle, down a drain. Peter is shocked, but the Fantastic Four tell him that he does not need the spider powers and they tell him that he is the new Spider-Man.