Scarlet Spider was created by Doctor Octopus as part of his Weapon S program and Project Kaine to try recreate Spider-Man's abilities by combining the his DNA of with Synthezoids. Through many trial and error, the results led to the birth of Scarlet Spider as a half Human Synthezoid, Doctor Octavius then implanted false memories into him and kept his true origin a secret.
After Hydra attacked S.H.I.E.L.D. with Doctor Octopus forced to work for them, Scarlet Spider save Spider-Man from drowning and soon help him and save his friends and defeat Hydra while expressing a personal Vendetta against Doc Ock. Afterwards Scarlet joined his team of Web-Warriors.
When Vulture warned Spider-Man about a spy at S.H.I.E.L.D. whose "not a spider", the Web-Warriors began investigating their other teammates on who the spy might be. Some of them suspect the traitor to be Curt Connors due his past as the Lizard and previous alliance with Doctor Octopus, Spider-Man quickly dismisses only find that Dr. Connors injects himself with the Lizard DNA once again and destroyed all most of his antidote, this time the Lizard is can infect others via bite, turning Scarlet and most of the residence at the Triskelion into Lizards. Spider-Man manages to cure everyone but soon finds out that Rhino had kidnapped Agent Venom for Doctor Octopus.
Scarlet Spider and Spider-Man set out on a mission to locate Agent Venom when they're ambushed by Karven the Hunter who was tasked to bring Spider-Man to Doctor Octopus, Kraven instead only manages to capture Scarlet and flies him to Hydra Island that was flown into space, unaware that Spider-Man had sneaked on board to rescue him though Scarlet has his doubts about it. Upon reaching their destination, after rescuing Scarlet, Spider-Man tries convince him the values in having friends though Scarlet merely dismisses them as those who'll sooner or later let you down. The two locate Flash but find him to have lost control of himself due to Doc Ock torturing him but Spider-Man was able calm him down, however the spider are soon restrained by Rhino and Ock continues to remove Symbiote from Flash. Feeling morally torn between his friends and receiving a cure, Rhino attacks Ock setting Flash free but not before separating the Venom Symbiote. As Spidey and Scarlet try to escape with Flash, Octavius unleashes Kraven with the Venom Symbiote on them, as the battle continues, Flash attempts to get in close to regain his old friend again, he does so and becomes Agent Venom again as well as escape back to Earth with Spider-Man and Scarlet Spider.
When the Web-Warriors receive a distress call, they believe it to be Nick Fury who had gone into hiding, they track the source to an abandoned Mall with a secret S.H.E.I.L.D. based, in it they find Morris Bench, a man made of water. They help liberate him only to discover that he was actually held there prisoner by Fury and try to stop him, which they happened land the street where Peter's Aunt May lives. As the Web-Warriors battle Hydro-Man, Spider-Man tasks Scarlet Spider to protect his Aunt. As Hydro-Man goes to attack May Scarlet stops him with a Cryo-Web cartridge that Iron-Spider had brought back. May thanks him and asks for his name only to reveal that he doesn't have one, she attempts to takes off his mask but is met slight with resistance by Scarlet who is ashamed of his face, however she continues to do so and sees his scarred face, to which all she sees is "a good man" and names him "Ben". Hydro-Man manages to break free and continues his attack, however Spidey gets the idea to unload all their web cartridges at him which the webbing work similar to a sponge and absorbs him and have imprisoned again but the later find the jet transporting him had been attacked and they find out that the distress call was from Doc Ock as part of his plan to recruit Morris into his Sinister Six.
The Web-Warriors hang at Aunt May's house for her surprise birthday but leave as soon as they received a call from the Triskelion being under attacked by the Sinister Six. Being cautious Spider-Man warns everyone to evacuate but is encouraged by Ben to stay and fight for their home. As the battle ensues on between the S.H.I.E.L.D. Trainees and the Sinister Six, Scarlet and Spidey find Doctor Octopus attempting to steal Connors' Anti-Hydra Weapon, Scarlet is soon knocked out by the arrival of the Goblin who is soon defeated by Spidey. Octavius asks if he really trusts any of his teammates, he replies that he does so with his life which is what Ock expected. To Peter's surprise, Ben knocks him down restrains him, revealing that he was the spy all along and unmasks him in front Doc Ock.
Scarlet continues to restrain Peter as Ock asks him for the key to the Anti-Hydra Weapon, Ben recognizes it and reveals that Peter left it at his Aunt May's house, Ock orders him to retrieve it as he then holds Spider-Man. Ben arrives at Aunt May's home and finds the key, he lies to May about what's happening but Flash, who was on guard, sees through his deception and tries to apprehend him. As Doctor Octopus later arrives and chases May who has the key, Peter also arrives and battles Scarlet, however the two were able take hold of the key which Ock uses to take control of Hydra Island, turning it into Octopus Island, they both go on board and use it smash the houses below including May's. Spider-Man also goes on board the flying fortress to face them both again but is back into a corner when Ock has his Aunt May hostage, leaving him to beat up Peter all he can, he then orders Scarlet to finally finish off Spider-Man but is conflicted to do so due to their time together, he ultimately betrays Doctor Octopus and sets Peter and May free. Ock then escapes as carrier starts falling from the sky, Ben leads Peter and May out the escape pod but stays behind to diverge the landing away from the city, the Web-Warriors try to save Ben. He then asks Peter if this is what the other Ben would do and answers that he would given anything save lives, with that Ben tells him to keep being a hero before landing the carrier in the water. They search all night for his body but found nothing.
Scarlet was later found to be alive by Spider-Man and Spider-Woman, and seeking Doc Ock for the answers he sought. Forcing Ock to cooperate, Scarlet infiltrated HYDRA Island, where he found out that he was a synthezoid with Spider-Man's DNA; unlike the others, Scarlet had too much humanity in him, and thus has free will.
- Lacking a real name, May Parker named him "Ben", after her late husband, as she felt he was a good man. The first Scarlet Spider was also named Ben.
- However, this Scarlet Spider's costume, appearance and personality are of those of the second Scarlet Spider and first Peter Parker clone, Kaine.
- This was most likely intentional to avoid confusion among viewers, as Agent Venom once used both the Scarlet Spider alias and a costume identical to Ben Reilly's.
- Scarlet has all the same abilities that are bestowed upon the hosts of The Other, however due to The Other's severed connection to the Web of Realities long before his debut, it's likely these abilities are either unrelated to it or he hosts a similar entity.
- The scar on his face may be a nod to his Earth-1610 counterpart who had a disfigured face, but was likely toned down for the show's younger viewers.
- Scarlet Spider becomes a teacher at S.H.I.E.L.D. Academy. It's likely he specializes in tactics and espionage.
- Voiced by Scott Porter.
- 19 Appearances of Ben Reilly (Earth-12041)
- Minor Appearances of Ben Reilly (Earth-12041)
- Media Ben Reilly (Earth-12041) was Mentioned in
- 4 Images featuring Ben Reilly (Earth-12041)
- 3 Quotations by or about Ben Reilly (Earth-12041)
- Character Gallery: Ben Reilly (Earth-12041)
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- ↑ Ultimate Spider-Man (Animated Series) Season 4 1
- ↑ Ultimate Spider-Man (Animated Series) Season 4 2
- ↑ Ultimate Spider-Man (Animated Series) Season 4 5
- ↑ Ultimate Spider-Man (Animated Series) Season 4 6
- ↑ 5.0 5.1 Ultimate Spider-Man (Animated Series) Season 4 9
- ↑ Ultimate Spider-Man (Animated Series) Season 4 10
- ↑ Ultimate Spider-Man (Animated Series) Season 4 11
- ↑ Ultimate Spider-Man (Animated Series) Season 3 3
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