Professor Miles Warren was a cloning scientist whose cloning experiments were banned by the government. He then sought work underground where he continued his experiments. On his first attempt, the tissue didn't hold together. He then learned of Hydro-Man's supposed death and captured a trace of his dna. He was able to make the perfect clone, but it also inherited the memories of the genuine Hydro-Man. Bench threatened to kill the professor if he didn't bring Mary-Jane to him, but he told Bench that she had disappeared. Hydro-Man insisted Warren clone her. He took a sample of Mary Jane's hair from her comb, then mixed it with Hydro-Man's powers, making a perfect Mary-Jane duplicate, but she too had the memories of the real Mary-Jane too, even love for Peter Parker.

Warren met with Spider-Man after Peter Parker had married the Mary-Jane duplicate. He learned from his blood tests on Hydro-Man, that the cloning process was becoming unstable. In time, the clones would fall apart like Warren's earlier prototypes. Angered, Bench tried to kill the professor and wreck his lab but eventually broke down as his creator's prototype did. In the confusion, Warren had taken a piece of Spider-Man's suit with his DNA on it and called his current employer Silvermane to repair his lab. With this, he hoped to make startling advances.[1]

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