FANDOM



Spider-Man The Complete Clone Saga Epic Vol 1 1


Appearing in "Born Again!"

This story is a reprint of the comic
Web of Spider-Man #117.

Featured Characters:

Antagonists:

Other Characters:

Locations:

Synopsis for "Born Again!"

This story is a reprint of the comic
Web of Spider-Man #117.

From the darkness of a cloning tank comes the spark of life. This single embryo is nursed to life and its aging process sped up causing the fetus to rapidly grow. Once it reaches young adulthood this clone, a clone of Peter Parker emerges from the tank and is greeted by its creator, the scientist known as Miles Warren.

The clone is confused as to who or what he is, and when Warren orders him to come to him, his spider-sense begins going off. Unfortunately, the clone doesn't know what this means and his insubordination angers Miles who tries to force the Parker clone out of the tank. Instinctually, the Parker clone reaches out and grabs Miles' arm. This angers his creator who uses a device to beat the clone into submission. His hatred for the real Peter Parker comes to the surface as he beats his creation into unconsciousness.[Continuity2 1]

The clone soon finds himself locked in a cell where Miles Warren continues his experiments in order to make his clone identical to the real Spider-Man once he is released into the world. In fear for his life, the clone strikes back and manages to overpower Miles Warren and escape from his cell. Running out of the facility, the clone ignores Warren's pleas for him to come back. Breaking free, the clone finds himself out on the cold streets and is left to wonder what to do next and, more importantly, find out who he really is.

Appearing in "No Escape"

This story is a reprint of the comic
Amazing Spider-Man #394.

Featured Characters:

Supporting Characters:

Antagonists:

Other Characters:

Races and Species:

Locations:

Items:

Synopsis for "No Escape"

This story is a reprint of the comic
Amazing Spider-Man #394.

The story continues from Web of Spider-Man #117...

Having escaped the Jackal's cloning pens, a confused clone of Peter Parker flees into the New York City night. Disorientated and with no memory of who he is, or how his powers work, the clone falls off a building. It is only a miracle of instincts that allow the clone to cling to the side of a building and prevent himself from suffering a fatal fall. More confused than ever, the clone begins to crawl up the building.

He is then ambushed by the Jackal who scoops up the spider-clone as he passes by wearing a jetpack. The Parker clone suddenly remembers who the Jackal, based on the real Spider-Man's memories. As the two struggle, the Jackal tries to explain to his creation what it is, and who he is to it. However, the clone, vaguely thinking it is Peter Parker, begins to fight back until they crash on a nearby rooftop. The clone then begins to attack the Jackal until he is interrupted by a woman who appears to be Gwen Stacy. Having feelings for the woman, the clone rushes to her and the two embrace. This distracts the clone long enough for the Jackal to recover and knock him out from behind.

As it turns out, this is nothing more than a clone of Gwen Stacy that is under the Jackal's hypnotic control. He intends to do the same thing to the clone of Peter Parker to use in his revenge scheme. As he picks up "Peter" some police officers come rushing onto the roof and orders the Jackal to freeze. However, they are too late to stop the Jackal from escaping with the clones of Peter Parker and Gwen Stacy. As they fly back to the Jackal's lair, the villain gloats over the fact that the clone of Peter Parker will be his instrument in destroying the real Spider-Man.[Continuity2 2]

... This story continues in Spider-Man #51.

Appearing in "Who Am I?"

This story is a reprint of the comic
Spider-Man #51.

Featured Characters:

Supporting Characters:

Antagonists:

Other Characters:

Races and Species:

Locations:

Items:

Synopsis for "Who Am I?"

This story is a reprint of the comic
Spider-Man #51.

This story continues from Amazing Spider-Man #394...

Putting on a Spider-Man costume, the Spider-Clone still wonders who he really is. He is approached by Miles Warren who has offered to help the young man. He puts the clone into a hypnotic trance and begins flooding him with memories of the loved ones and foes of Peter Parker. In his mind, the clone is tormented by the Jackal. He makes the clone relive the moment that Peter Parker learned that his parents died in a plane crash.[Continuity2 3] In this memory, Peter blamed himself for the death of his parents. The Jackal tells the clone to drink in this sight and the next one. Suddenly, they are made to see the night when Ben Parker was murdered by a burglar.[Continuity2 4] In this vision, Aunt May blames Peter for the death of his Uncle Ben. He is then haunted by the image of Gwen Stacy who blames him for her own death.[Continuity2 5]

Surrounded by all his dead loved ones, the clone begs them for forgiveness. That's when Ben steps forward and tells "Peter" that he doesn't blame him for his death. When the clone reaches out to his "Uncle" the old man suddenly changes into the Jackal. The Jackal mocks him, angering the clone into calling out the Jackal, and calling himself Peter Parker. Snapping out of his hypnotic state, Miles Warren convinces the clone that he restored Spider-Man's "lost memory". The clone is then injected with a drug. When he finally wakes up he finds himself at a baseball stadium.[Continuity2 6] Getting to his feet, Spider-Man is shocked to be facing Spider-Man as the Jackal and the Gwen Stacy clone watches from the stands.[Continuity 1]

... The story continues in The Spectacular Spider-Man #217.

Appearing in "The Burial"

This story is a reprint of the comic
The Spectacular Spider-Man #217.

Featured Characters:

Supporting Characters:

Antagonists:

Other Characters:

Races and Species:

  • Humans (Main story and recap)

Locations:

Items:

Synopsis for "The Burial"

This story is a reprint of the comic
The Spectacular Spider-Man #217.

This story continues from Spider-Man #51...

Many years ago, Spider-Man and his clone find themselves face-to-face for the first time.[Continuity2 7] Spider-Man has been tricked into coming to a baseball stadium by the Jackal who watches from the stands with the clone of Gwen Stacy.[Continuity2 8] The Jackal also had Ned Leeds as a prisoner and a bomb set to go off should Spider-Man fail to defeat his clone. As the clone remembers it, at the last moment, the Gwen Stacy clone ripped off the Jackal's mask, revealing him to be Miles Warren. In a sudden reversal, Miles is horrified by what he was doing and frees Ned Leeds. He, and the Spider-Clone were caught in the blast, both, seemingly killed in the process.

Sometime later, the Spider-Clone wakes up he finds himself in the bottom of a smoke stack.[Continuity2 9] Thinking himself to be the original Spider-Man, the clone swings across the city, back to Peter Parker's apartment. However, he realizes the horrible truth, that he is actually the clone, when he sees the real Peter Parker embracing Mary Jane Watson. Realizing all his memories are a lie, the Spider-Clone flee sthe scene. Hiding in an alley, the clone decides that he has to leave, that he has to let go of all the memories and feelings that he has been programmed to have. However, before he leaves, the Spider-Clone takes a moment to mourn his situation.

Appearing in "A Shock to the System"

This story is a reprint of the comic
Amazing Spider-Man #400.

Featured Characters:

Locations:

Items:

Synopsis for "A Shock to the System"

This story is a reprint of the comic
Amazing Spider-Man #400.

This story continues from The Spectacular Spider-Man #217...

Moments ago, the Spider-Clone had returned to the home of Peter Parker and saw Parker in the apartment with Mary Jane. This gave the clone the realization that he is actually the clone of Spider-Man.[Continuity2 10]

Devastated by this revelation, the clone walks down the middle of the rainy streets of Manhattan. When a truck comes speeding down the street, he slams on the break when he sees the clone in the middle of the road. The Spider-Clone turns and smashes the braking vehicle. However, the clone did not do this because he wanted to stop the truck, but because he is angry that the driver slammed on the breaks instead of running him down.

With no life and no direction, the Spider-Clone wonders what to do next and ends up sleeping in an alley. As he tosses and turning, he decides that if the real Peter Parker won't let him die, he decides to create a life for his own. The following day, the clone sneaks into Peter's apartment. There he steals some clothing, money, and decides to take a Spider-Man mask and a set of gloves along with him. Getting what he needs to survive, the man who would eventually call himself Ben Reilly begins the long road of his new life.

... This story continues in Spider-Man #57

Appearing in 6th story

This story is a reprint of the comic
Spider-Man #57.

Featured Characters:

Supporting Characters:

Antagonists:

Other Characters:

Locations:

Items:

Vehicles:

Synopsis for 6th story

This story is a reprint of the comic
Spider-Man #57.

This story continues from Amazing Spider-Man #400...

Five Years Ago[Continuity2 12]

May Parker is busy doing dishes in her kitchen when suddenly she feels a presence of someone familiar standing at her front door. Going out to look, she finds nobody waiting outside and goes back to her housework. No sooner as she is gone, the clone of Peter Parker leaps out of the nearby tree to the ground below. With his borrowed memories of Peter Parker's life, the clone can't help but cry to himself. He recalls how Aunt May was always there to help Peter Parker deal with his problems and give him advice. Unfortunately, this is not going to be one of those times because he is not really Peter Parker, but a clone.[Continuity2 13] His sadness quickly changes to anger and he leaps over the fence, vowing never to come back again.

Later, the clone of Peter Parker finds himself at Grand Central Station in Manhattan. There he buys a ticket to San Francisco in order to get as far away from New York as possible. As he works his way through the crowds to catch his bus, he thinks how he was only created to be the plaything of Miles Warren, the Jackal, to use against the real Spider-Man. On the bus, the clone finds himself sitting next to a portly man who won't stop talking about his life. Since he is not the real Peter Parker, the clone decides that he has no reason to be polite and tells the man to shut up. The man quiets quickly, allowing the clone to fall asleep. Unfortunately, his dream is very unpleasant. In it, he is dressed up as Spider-Man and is surrounded by Kraven the Hunter, Doctor Octopus, the Green Goblin, and Electro. Although he defeats these foes, he is confronted by the Jackal. The mad scientist reminds the Spider-Clone that he is nothing more than a puppet he created and that it has no identity of its own. To demonstrate this, the Jackal then removes the Spider-Man mask and then shreds off the face of Peter Parker, leaving a blank face behind it.

The dream ends with the Parker clone falling down a pit. His fall is witnessed by Ben and May Parker. His pleas for their help go unheard as he spirals down the bottomless void. Suddenly, the Parker clone wakes up to discover that the rainy conditions have caused his bus to skid out of control. With everyone's life in jeopardy, the clone contemplates using his powers to save everyone on board the bus.

... The Parker Legacy continues in The Spectacular Spider-Man #223.

Appearing in "The Beginning"

This story is a reprint of the comic
The Spectacular Spider-Man #223.

Featured Characters:

Supporting Characters:

Other Characters:

Locations:

Vehicles:

  • Greyhound Bus

Synopsis for "The Beginning"

This story is a reprint of the comic
The Spectacular Spider-Man #223.

This story continues from Spider-Man #57...

Five Years Ago[Continuity2 14]

The man who is to become Ben Reilly is aboard an out of control bus going across the country. As the vehicle skids out of contro lin the pouring rain, he struggles about doing something about it. Believing himself to be a clone of Peter Parker, he wonders if he should do something to get the bus back under control or if he should just accept his fate.[Continuity2 15] Thankfully, the decision is taken out of his hands as he driver regains control of the vehicle. However, with the unsafe driving condition the passengers are directed to a nearby motel. Everyone heads to the motel except for the Parker clone.

This is noticed by Clifford Gross, the man who was seated next to him on the bus. Clifford refuses to let this strange continue on in the pouring rain. The clone agrees to join Clifford a few drinks at the motel bar. After drinking a couple of beers, Clifford tells his new friend that his life is less than happy. How his wife left him, his children have disowned him, and his business went belly up. With nothing left, he decided to leave town to keep ahead of the lawyers hired by his ex-wife. Clifford wonders if it would matter if he just disappeared. With the alcohol affecting his mood, the clone tells Clifford that this thinking isn't stupid. Losing his temper he begins trashing the bar, saying that Clifford is a hollow man who is worthless and should disappear. When the bartender pulls a gun on the clone and tells him to calm down, he laughs in his face. He then easily disarms the bartender and is about to hurt him, when the clone stops himself and flees the scene.

He is instantly sick outside, and realizes that he shouldn't have been drinking. He keeps on thinking about how Aunt May and Uncle Ben raised Peter Parker and refuses to think those things. Fearing that the bartender called the police, the clone decides to get his things from his room and get out before the authorities arrive. In the hallway, his spider-sense goes off and he can't ignore it. It draws him to the room rented by Clifford Gross. Kicking in the door he catches Cliffort putting a gun in his mouth. Before the man can pull the trigger, the clone slaps the gun out of Clifforts hand and tells the distraut man that everything he said in the bar was wrong. Sitting down, he tells Clifford that while his old life was a mess, he should keep fighting and strive to create a new life for himself.

The following morning, the clone is preparing to get back on the bus. Clifford is staying behind, telling his new friend that he paid off the bartender to keep the cops out of the previous evening's outburst. Clifford has decided to take the clone's advice to heart and start rebuilding his life. The clone tells him that he has decided to do the same thing, although he isn't sure what his future has in store for him. Before leaving, Clifford asks his new friend what his name is. Leaning out the bus window, the clone tells Clifford that his name is Ben Reilly. As the bus leaves, the clone thinks about how Ben Reilly is a fitting name as it is the first name of Ben Parker, and the maiden name of his beloved Aunt May. Since he can no longer be Peter Parker, he is satisfied with having a name that keep alive the values that Peter Parker was raised on.

Ben Reilly's journey continues in Spider-Man: The Lost Years #1...

Appearing in "Strangers"

This story is a reprint of the comic
Spider-Man: The Lost Years #1.

Featured Characters:

Supporting Characters:

Antagonists:

Other Characters:

Races and Species:

Locations:

Vehicles:

  • Truck
  • Ambulance
  • Bike

Synopsis for "Strangers"

This story is a reprint of the comic
Spider-Man: The Lost Years #1.

It is 10 pm in the evening just outside of Salt Lake City as traffic pushes along the highway in a heavy rain. Suddenly, a truck driver suffers a heart attack causing him to jackknife his vehicle. However, before oncoming vehicles can slam into the truck, a man leaps out and pushes the truck over the shoulder and down the side of a cliff. Retrieving the driver before the truck crashes, the mystery man then gives the trucker CPR. By the time the authorities arrive on the scene, the trucker is loaded into an ambulance. Asking eyewitnesses, the police learn that the mystery hero left just as soon as he appeared, not sticking around to be congratulated for saving a life. Not far down the high way, this mystery man -- Ben Reilly -- continues down the long road he has been on for the last three years.[Continuity 2] He felt compelled to save the man due to the spider-sense that rang in his head, despite the fact that he believed that becoming Ben Reilly stipped him of all the past responsibilities that shackled Peter Parker to use his power for good.[Continuity 3]

Meanwhile, in the city, the imperfect Peter Parker clone known as Kaine has tracked Ben Reilly to Salt Lake City. Waiting for his prey to arrive, he sits by himself and nurses a bottle of vodka he purchased in a bar. His peace and quiet is interrupted by a prostitute who offers to show him a good time. However, when he ignores the woman, her pimp tries to start a fight with him. Without saying a word, Kaine quickly grabs the man by the head nad beats his head on the table until he is unconscious. Getting up, Kaine gives the prostitute some money, telling her not to spend it all in one place and begins walking out of the bar. On his way out, he is stopped by a blond haired woman named Louise Kennedy. Impressed by Kaine's show of strength, she asks for his name. Sizing the woman up, the clone tells her that he was never born and therefore never had a name, but she can call him Kaine. As he leaves, Louise is interrupted by Jimmy the Mouth, a local crook who wants to get down to business. Punching the portly criminal in the stomach, she tells him to keep his hands to himself.

The following morning, Louise is lost in thoughts about Kaine as her partner, causing her to lose her train of thought while talking to her partner Jacob Raven. Regaining her composure, she tells him how she has been playing Jimmy the Mouth, so he tells her where they can find the operations of Jimmy's uncle, a drug dealer named Vincent Tannen. Although Louise is certain they can bag Tannen and strike a huge blow to the drug trade in Utah. Raven isn't so optimistic about that given Vincent's influence in Salt Lake City. This upsets him, as he considered these sorts of things happen in other cities like New York or Chicago. Despite how disappointing this is, Jacob has faith that if he does the right thing, he can make a difference. When Lousie chides him for his Mormon upbringing, he shrugs it off, telling her that his motivation is a matter of faith. At that same moment, from his jail cell, Vincent Tannen is sitting pretty comfortably even though he is incarcerated. He is visited by one of the guards who gladly agrees to make arrangements to have someone brutally beaten. While at the local university, Ben Reilly manages to secure a job in the science department thanks to false credentials and a letter of recommendation from Seward Trainer. Although he doesn't feel right about using fraudulent information to get the job, he pushes this thought out of his head, reminding himself that he is qualified to do the work thanks to the implanted memories of Peter Parker that are in his mind. Going to a local diner for breakfast, Ben is instantly smitten by the redhaired waitress, a young woman named Janine Godbe.

While he is placing his order, Jacob Raven comes in to order the usual. Not knowing how Raven was at the time, Ben instantly liked the guy because the officer reminded him of his Uncle Ben. As Raven picks up his food to go, Reilly can't help but notice that Janine is unnerved by the officer's presence.[Continuity 4] Deciding he likes the woman, Ben tells her about how he is new in town and doesn't know anybody and clumsily asks if she would go out with him for dinner. At first, she says no, but when Reilly pays for his meal and heads out, she changes her mind, much to his delight. By this time, Louise Kennedy is working undercover, dropping money off to some drug dealers on behalf of Jimmy the Mouth. However, when she tries to arrest the man, she finds herself surrounded by gunmen. Before they can kill her, Kaine comes crashing in through one of the windows. For some reason, Kaine has been drawn to this woman, prompting him to come to her rescue. Catching the armed drug dealers by surprise, Kaine kills them all before the Lousie's astonished eyes. In the aftermath of the battle, Kennedy asks what they should do next, Kaine tells her that he has a few ideas.

Later that day, Louise's partner Jacob just misses the bus back home and curses himself for being so out of shape. Suddenly, a car pulls up next to him and some armed men forced him inside. While elsewhere, Ben Reilly crashes his motorcycle because his spider-sense goes off warning him of some serious danger. Unable to ignore it, Ben follows the signal to a nearby house that suddenly explodes into flame the moment he arrives. Despite his misgivings, Ben cannot avoid being the hero and leaps inside the burning building to look for survivors. He finds a woman and her child inside the house and quickly carries them outside and disappears before the authorities arrive. Later, at the home of Louise Kennedy, a romantic moment with Kaine is interrupted by a phone call. Louise is upset to hear that her partner has gone missing and his family narrowly avoided getting killed by a bomb that was planted in their home. Disturbed by this, Louise tells Kaine to hold her and never let go. Meanwhile, Ben Reilly listens in on the doctors at the hospital and learns that Raven's wife is going to be okay. No wanting to be the hero anymore, or be in costume, Ben Reilly decides to leave things for the police to handle, unaware that at that very moment the husband of the woman he saved is being held at gunpoint.

Appearing in "Intimacies"

This story is a reprint of the comic
Spider-Man: The Lost Years #2.

Featured Characters:

Supporting Characters:

Antagonists:

Other Characters:

Races and Species:

Locations:

Vehicles:

  • Green car

Synopsis for "Intimacies"

This story is a reprint of the comic
Spider-Man: The Lost Years #2.

After spending so much time in New York City, Ben Reilly has taken a liking to Salt Lake City, coming to see it as a throwback to a simpler time.[Continuity 5] However, this opinion quickly changed on the night that drug dealers kidnapped Detective Jacob Raven and blew up his home with his family still in it. As the officer is being driven to his execution by a gang of thugs, they are stopped en route by Reilly, who has disguised his face by wrapping a cloth around his face. When they try to run Ben down, the one-time wall-crawler leaps over their car and forces them to crash. He quickly takes out the gang members. With Raven free, Ben tells the office that he has nothing to fear from him. That's when patrol cars begin arriving on the scene prompting Reilly to flee. Jacob had the urge to call out to Ben, find out who he is, but couldn't bring himself to talk. Among the officers arriving on the scene is Raven's partner Louise Kennedy. When Jacob asks how they were able to find him, she tells him it is unimportant right now and that he needs to get to the hospital right away because his wife and child were injured.

Not far away, Ben Reilly tries to rationalize why he got involved in saving Raven and discovers that abandoning the power and responsibility that he has been trying to cast aside. Elsewhere, Kaine is out in the rain as well, deciding to put aside his hunt for Ben Reilly. This is because of his whirlwind romance with Louise Kennedy, which has given him hope and new perspective even though his body continues to degrade and cause him great pain. While at the local prison, drug lord Vincent Tannon learns from one of the guards that the hit on Raven's family was pulled off. Unfortunately, they only succeeded in killing Jacob's wife, his son still lives. Furious over this failure, Vincent decides to deal with this in persona. Visiting his family in the hospital, Jacob Raven goes to his church to reflect on the murder of his wife. He feels as though Vincent Tannen made their son an orphan because he died on the inside the moment his wife was murdered. He's joined in his mourning by his partner Louise Kennedy. When she tries to put her hand on him in comfort, Raven leaves the church without saying a single word, leaving Louise alone in the hospital.

The following day, Ben Reilly begins the first day on the job as a teaching assistant at the local university. Professor White sits in on one of Reilly's lectures and is very impressed. He tells Ben that he is most impressed with his teaching ability and decides to keep him on as an assistant. After class, Ben walks among the commons, happy with how his new job is going. That's when he spots Janine Godbe among the students and rushes to her side. Janine is upset that Ben stood her up for dinner the night before, but Ben explains that he never got her phone number and wasn't able to reach her. They quickly make up and she agrees to go out for dinner with Ben that evening. As the pair spend the day together, they quickly find themselves falling in love with each other. That night, after dinner, Ben puts on his make-shift mask and goes out into the city. He then begins systematically attacking Vincent Tannen's various illicit drug operations. At that same moment, Kaine and Louise spend the evening on a nearby mountain looking down at the lights of Salt Lake City. The pair admits that they are developing feelings for one another. When she brushes aside Kaine's long hair, he reels back, but she tells him that she doesn't find him hideous, despite the strange scars on his face. She then takes the gloves off his hands so that she can hold them. That's when the pair admit that they are in love with one another.

That next day, Jacob Raven finds himself standing outside the university medical center. He knows that he should be by his son's bedside, but can't bring himself to go in. However, someone else has no such reservations as they enter Matthew's room and kidnaps the boy. It is night time again, and Ben and Janine have spent another romantic evening together. They kiss outside her apartment door, but she stops him from taking things further. She apologizes, telling him that she can't do this and this has to stop before going inside leaving Reilly to deal with the hurt of this rejection.[Continuity 6] With nothing else to do, Ben covers his face again and goes out into the night. At that same moment, Kaine and Louise are in the throws of passion when suddenly Kaine begins to scream. His body spasms painfully as his body degrades some more. Louise begs to know what's wrong, but Kaine merely leaps out the nearby window into the night. While at another warehouse, an illicit drug deal is going on under the supervision of Jimmy the Mouth, the nephew of Vincent Tannen.

As Ben beats up on the armed thugs, Jimmy tries to make a run for it with the money. Unfortunately, Kaine comes crashing through the door looking for Ben Reilly, looking to take his pain and anger out on his fellow clone. Kaine beats Ben within an inch of his life before fleeing the warehouse. Before he can recover from his beating, Ben is taken at gunpoint by Jimmy the Mouth who intends to execute the intruder. However, he is stopped by Louise Kennedy who intends to kill him on the behalf of Vincent Tannen, who apparently is out of prison and has Matthew Raven with him.[Continuity 7]

Appearing in "The Truth"

This story is a reprint of the comic
Spider-Man: The Lost Years #3.

Featured Characters:

Supporting Characters:

Antagonists:

Other Characters:

Locations:

Items:

  • Pistol (Only in flashback)

Vehicles:

  • Tannen's limo
  • Reilly's bike

Synopsis for "The Truth"

This story is a reprint of the comic
Spider-Man: The Lost Years #3.

After beating up Ben Reilly in a drug bust gone awry, Kaine had fled to the roof of the building due to his body becoming wracked with pain as his clone body begins to degrade. Looking through the skylight, he is shocked to see his love -- Detective Louise Kennedy -- is in league with Vincent Tannen's drug dealers and has Ben Reilly at gunpoint ready and preparing to execute his enemy. A man who appears to be Vincent Tannen demands that Louise kill Ben immediately. However, she refuses to do it in front of Matthew Raven, the son of his partner, Jacob. Tannen relents, handing the boy off to his nephew, Jimmy the Mouth and orders him to get the boy out. Seeing this, Kaine feels betrayed and that her love for him was nothing more than a lie. He comes smashing down through the skylight and confronts Louise telling her that he is going to kill her. Ben tries to stop him but is easily swatted aside. As Louise flees the scene, Kaine tries to go after her, but Reilly smashes a wooden crate over him. Kaine screams in pain as his body continues to degenerate. Wanting to stay and see what he can do to help, Ben can't while Tannen still has Matthew Raven as a hostage.

Outside, Tannen orders Kennedy into his limo and they speed off, leaving Jimmy the Mouth behind with the Raven boy. Ben Reilly confronts Jimmy and knocks him out with a single punch, then promises the boy that he will not harm him. Realizing he is finally safe, Matthew Raven breaks into tears and collapses into Ben's arms. Reilly brings the boy back to the hospital where his father is waiting. Thanking Ben for his help, he can't believe Vincent Tannen broke out of jail, assuring the masked hero that the notorious drug lord is locked up. When Matthew makes mention of seeing Louise at the crime scene, Ben notices his confusion and assures him that Kennedy is fine before leaping back out into the stormy night. Ben rushes back to the home of Janine Godbe, despite the fact that she broke off their relationship. Seeing the bruised and bloody Ben Reilly comes as a shock to Godbe who barely manages to catch Reilly as he passes out. When he comes out of his blackout, Ben refuses to tell Janine what happened to him. That's when he notices that she has her bags packed and that she is leaving. She won't tell him why either, but he causes her to stop by the door by telling Janine that he loves her. He then promises to stick by her as long as they are honest with each other. That's when she tells Ben that her real name is Elizabeth Tyne and that she is a murderer.

At that same moment, Louise Kennedy has fled to a closed down diner with Tannen -- Paul Tannen, Vincent's twin brother. Paul is furious about what happened, as it is has ruined his brother's revenge scheme. As he throws a tantrum, Kennedy tries to convince him to calm down. Things take a turn when Kaine bursts into the room and break's Paul's neck, killing him instantly. Still thinking that Louise is responsible for the bombing of Jacob's home, he intends on killing her himself. Louise begs Kaine to stay back, warning him that she will shoot if she has to, but doesn't want to because she loves him. Hearing this causes Kaine to pause and rethink his next move. While back at the home of "Janine Godbe", Elizabeth tells Ben the story about how she became a murderer. She tells Reilly how her father was abusive and molested her as a child. It soon got to be too much for her and when she was 17 years old she couldn't take it anymore. Getting a gun, she shot her father dead and she has been running ever since. Hearing all this, Ben hugs Elizabeth tightly in his arms. When she asks how he could love her after hearing all of this, Reilly replies by telling her he wonders why she feels the same way about him for similar reasons.

Back at the diner, Kain asks Elizabeth why she would turn to a life of crime. She explains that she realizes how foolish she was to try and clean up Salt Lake City and decided to surrender to this life. This devastates him, as Kaine saw her as his only hope. Kennedy tells him that she thought he was her salvation as well and walks out. When Louise returns to the station, she discovers that Jimmy the Mouth was arrested but hasn't talked. Pretending she is still working undercover, Louise tells him how recent sightings of "Vincent" were actually his brother Paul. Before she can learn more, Jacob tells him that they finally got enough evidence on the Godbe investigation. Meanwhile, Ben Reilly has told Elizabeth the truth about who he really is. To prove that he is a clone of Spider-Man, he carries her across the city as he leaps from rooftop to rooftop.[Continuity 8] After hearing everything, Tyne finds this news exciting and tells him that she loves him. They leave town together, but a half hour later when they stop at a diner for some food they are confronted by Detectives Raven and Kennedy. They order her to surrender when Ben reminds Jacob that he saved his son. Telling Jacob that this is one of Tannen's goons, in order to save her own hide, Lousie pulls a gun and threatens to shoot. However, Jacob is confused about what to do.

Thanks to his spider-sense, Ben swats Lousie's gun away and then warns Jacob against going after him and Elizabeth in the future. Later, up in the mountains, Ben and Elizabeth are ambushed by Kaine who seeks to eliminate Reilly once and for all. As they struggle, Elizabeth watches in horror. To make matters worse, the detectives have followed them and are closing in. Louise gets up the ridge first. When she tries to shoot Ben in the head, Kaine steps in and snaps her neck with a single twist. That's when his hand burns the Mark of Kaine into her face -- the first of many disfigurements to come. Horrified by what he has done, Kaine flees the scene. That's when Jacob Raven catches up, and without Kaine present presumes that Ben murdered his partner. However, Reilly easily disarms Jacob telling him to stop following him as Elizabeth was justified in killing her father, and that he himself is not a murderer. He then knocks out the police officer with a single blow. When Elizabeth asks what they should do next. Ben tells her that he doesn't care, as long as they are together.[Continuity 9]

While Kaine mourns the death of Louise Kennedy, Jacob Raven spends time fishing with his son. Ben and Elizabeth went on to live life on the road for some time. Thinking back on these events, Ben Reilly recalls how he eventually lost Elizabeth in the end, but charishes every moment they spent together.[Continuity 10]

Appearing in "Shadow Rising"

This story is a reprint of the comic
Web of Spider-Man #117.

Featured Characters:

Supporting Characters:

Antagonists:

Other Characters:

Locations:

Items:

Synopsis for "Shadow Rising"

This story is a reprint of the comic
Web of Spider-Man #117.

This story is continued from The Spectacular Spider-Man #216...

On the roof of a hospital in Forest Hills, Spider-Man comes face-to-face with... Peter Parker!? However, after a number of manipulations, the wall-crawler refuses to believe that this is anything but an impostor and attacks.[Continuity 11] However, despite Spider-Man's efforts to stop this apparent impostor, "Peter Parker" has comparable spider-powers to the wall-crawler, although he is a little rusty with these abilities. Ultimately, Spider-Man knocks his double into a nearby warehouse. The double tries to talk sense into the web-slinger, calling him by name. This angers Spider-Man who is angered by the mere mention of his civilian name.[Continuity 12]

Meanwhile, at Ravencroft Institute, Doctor Ashley Kafka and John Jameson welcome the arrival of the famous psychologist Judas Traveller and his associates.[Continuity 13] Judas introduces his students as Chakra, Boone, Mister Nacht, and Medea. They are then taken on the tour of the facility.[Continuity 14] Back in New York City, Spider-Man continues attacking his apparent impostor. He is convinced that this is some kind of artificial construct because this "Peter Parker" doesn't even set off his spider-sense. Suddenly, the wall-crawler pauses, wondering why this other Peter Parker is so interested in visiting his Aunt May in the hospital.[Continuity 15] That's when the double pulls off Spider-Man's mask, and explains that he is a clone of Peter Parker. Realizing that this is the pawn of Miles Warren, angers the real Peter Parker and he renews his attack.[Continuity 16] The clone tells Peter that his days as Miles Warren's pawn are long over. Attempting to knock Spider-Man out, the clone intends to be long gone by the time Peter wakes up.

By this point, Ashley Kafka's tour of Ravencroft is over and she leaves Judas Traveller and his students to the library to begin their work. Having seen this facility, Traveller is satisfied that this will suit his needs for his ultimate experiment. Walking through one of the walls, Judas ends up in the cell occupied by the Chameleon. He remarks over the spies catatonic state, the result of his recent defeat at the hands of Spider-Man.[Continuity 17] He next goes into Shriek's cell where she tries to attack Judas. However, Traveller easily subdues the woman and sees someone whose rage and pain has also been drowned out by Spider-Man. In yet another cell, Judas Traveller confronts Carnage who is interested in starting a fight. However, this stranger is able to separate Cletus Kasady from his symbiote with a mere hand jesture. Once more he is surprised to see that this is yet another criminally insane individual whose life was altered by Spider-Man.[Continuity 18]

With this, Judas Traveller telepathically commands his students to put their plan into action in the hopes of drawing Spider-Man to the institute. With that, Chakra sends out her astral form to contact the wall-crawler while Boone goes outside to prepare for his arrival. In the security control room, Medea knocks out John Jameson while Mr. Nacht takes control of the facility's security. Judas Traveller then enters Ashley Kafka's office. There he uses his power to knock out both Ashley and her assistant Edward Wheland. At that moment, Spider-Man wakes up to discover that his clone has disappeared. As he puts his mask back on he is confronted by the astral form of Chakra. She warns Spider-Man that Judas Traveller has taken over Ravencroft Institute. She tells him that if he chooses to do nothing, Traveller will kill everyone inside the facility. However, if Spider-Man manages to defeat Traveller, he will release all the prisoners upon society. As Spider-Man swings off for Ravencroft, the clone comes out of the shadows. He fears that Spider-Man is in no shape to face this danger alone and digs out an old Spider-Man mask and gloves out of his back-pack. While across the street in the hospital, Mary Jane is watching over Aunt May. She is joined by her own Aunt Anna who came up from Florida after hearing the news. When Anna asks where Mary Jane's husband Peter is, Mary Jane struggles to try and find an answer.[Continuity 19]

A short time later, Spider-Man arrives at Ravencroft Institute to find a strange barrier erected around it. Not only are the authorities on the scene, but Spider-Man is relieved to discover that Ashley Kafka and her staff were also released. With the wall-crawler on the scene, Judas appears before them. When the authorities open fire, Judas Traveller merely shrugs off their bullets. He then reissues his challenge to Spider-Man, reminding him that if he does nothing all the prisoners inside the facility will die. Unwilling to allow anyone to die, Spider-Man accepts Judas Traveller's offer and enters the Ravencroft Institute.

... This story continues in Amazing Spider-Man #394.

Appearing in "Breakdown"

This story is a reprint of the comic
Amazing Spider-Man #394.

Featured Characters:

Supporting Characters:

Antagonists:

Other Characters:

Races and Species:

Locations:

Items:

Synopsis for "Breakdown"

This story is a reprint of the comic
Amazing Spider-Man #394.

The story continues from Web of Spider-Man #117...

In New York City, the clone of Peter Parker looks down upon the city from the rooftops.[Continuity 20] His mind is full of memories, but he knows that these are not his, but those of the real Peter Parker.[Continuity 21] Even though he believes that he is nothing more than a fraud, he refuses to leave the bedside of May Parker, Peter's aunt, who is in a coma and may be dying.[Continuity 22]

Meanwhile, in Westchester, authorities have gathered around Ravencroft Institute after it has been surrounded by an impenetrable forcefield created by Judas Traveller. Among them are Doctor Ashley Kafka and John Jameson, head of Ravencroft security. Kafka is afraid considering the facility is filled with super-powered criminals and it appears that the staff was teleported out of the facility. That's when she realizes that her assistant, Edward Wheland is not among the staff. Inside, Judas has Edward by the throat but assures him not to be afraid. He demonstrates to his assistants, Chakra, and Mr. Nacht, that this is yet another example of the monsters that hide within humanity and eventually erode their way to the surface.[Continuity 23] His mental probes cause Edward to transform into the Vermin again, much to the intrigue of Mr. Nacht.[Continuity 24] He wants at least one person to know peace, as there is still much more suffering to be endured before the night is out.

Elsewhere in the facility, Spider-Man leaps through the complex searching for those responsible for taking it over. He does so without a word, as he has given up being Peter Parker in order to totally embrace the spider.[Continuity 25] As he leaps through the facility, he remembers what brought him here, the warning from Chakra that if he did not come, Judas Traveller would kill all the patients inside.[Continuity 26] He refuses to allow anyone to be murdered, even though Judas Traveller had threatened to release the prisoners if they are spared. Unaware that his every move is being watched, Spider-Man happens upon the holding cell of the Chameleon. He remembers how his foe was responsible for the impostors posing as his parents.[Continuity 27] Even though he still has feelings of revenge, he sees how the Chameleon is now completely insane and considers his job done.[Continuity 28] He then turns and sees Carnage in his cell. Seeing someone completely lacking in morality causes Spider-Man to consider the pointlessness of everything. Needing to clear his head, the wall-crawler scurried into another room to think.

Meanwhile, at La Guardia airport, Mary Jane waits to board her plane to Pittsburgh so she can reconcile with her sister and father.[Continuity 29] When she hears the boarding call Mary Jane begins having cold feet and wants to go back to care for May and her husband, Peter Parker.[Continuity 30] Stopping her is her Aunt Anna, who is unhappy with the fact that Peter has abandoned his wife and aunt during these troubled times. However, she insists that Mary Jane go visit her family, assuring Mary Jane that she will call if there is any news about May's condition. Mary Jane is convinced to go, and she says she will call once she reaches her sister Gayle's place. Anna assures her niece that everything is going to be okay, but as soon as the plane takes off for Pittsburgh, Anna Watson begins to cry. While at the hospital in Forest Hills, the clone of Peter Parker watches over May Parker's bed, fighting with the implanted memories and feelings that are coursing through his mind. He fears about what will happen to May and begins to cry at her bedside. He is interrupted by May's doctor, Julia Caputo. Mistaking the clone for the real Peter Parker, she thinks "Peter" could use a friend. The very sentiment is very welcoming to the troubled clone.

Back at Ravencroft, Spider-Man continues to venture deeper into the facility. The whole time he is being stalked by the man known as Scrier. Sensing the mysterious figure with his spider-sense and increasingly paranoid Spider-Man calls out to the man to show himself. Rushing down a hallway, the web-slinger is blinded by a light coming through a doorway and goes to investigate it. As he gets close, the hand of Judas Traveller smashes through the glass door and grabs the web-head by the throat. Judas decides to look into Spider-Man's mind to see what he can find there and begins to laugh. This angers Spider-Man and he begins to strike at Judas, insisting that he is a man. Unaffected by the blows, Traveller agrees that Spider-Man is indeed a man, all be it a broken one. Accepting this, Spider-Man crumples into a withering pile on the floor feebly calling out to all those he ever loved until finally he screams and passes out. With the wall-crawler defeated, Scrier asks Judas what the next phase of their plan is. Judas tells his ally that they are not done quite yet as when he probed Spider-Man's mind he discovered that there is another spider out there.

Moments later, at the hospital, the clone wakes up to his spider-sense warning him of a coming danger. He is then confronted by the astral form of Chakra. She offers him a choice: Stay here and let the true Spider-Man die, and usurp his life, or come to Ravencroft to rescue him. As this offer is being made, Spider-Man has been restrained and placed within one of the cells. When the web-slinger wakes up, he wakes up screaming.

... This story continues in Spider-Man #51.

Appearing in "A Heart Beat Away!"

This story is a reprint of the comic
Spider-Man #51.

Featured Characters:

Supporting Characters:

Antagonists:

Other Characters:

Races and Species:

Locations:

Items:

Synopsis for "A Heart Beat Away!"

This story is a reprint of the comic
Spider-Man #51.

This story continues from Amazing Spider-Man #394...

The Peter Parker clone stands over the unconscious body of May Parker, wishing she could hear him.[Continuity 31] He tells her that he is not really her nephew, but a clone calling himself Ben Reilly after his memory of Uncle Ben and May's maiden name. That he had met the real Peter Parker, and it didn't go over very well.[Continuity 32] Moments earlier, he was visited by the astral form of a woman named Chakra.[Continuity 33] She told Ben that Spider-Man is at Ravencroft and gave him a choice: Come and save Spider-Man's life or do nothing and he will die. The death of the real Peter Parker would give Ben the opportunity to take over Peter Parker's life, something that he has been yearning for years. However, even though he is a clone, his memories are the same of Peter Parker. As such, he believes that May raised them both, convincing him what he needs to do. Pulling a Spider-Man mask and gloves out of his backpack, Ben decides to go to Ravencroft.

Not long after Ben Reilly has left, the nursing station gets an alert that May Parker is flatlining. Her doctor, Julia Caputo, rushes into the hospital room and discovers that May is still alive, that a cable from her heart monitor came loose. As they reconnect it, they notice that Peter Parker is not in the room and none of the nurses saw him leave. At that moment, the Spider-Clone swings across the city, realizing he couldn't resist playing hero. He wonders if he'll die this time around and finally put his suffering to an end. While at Ravencroft, Judas Traveller watches Spider-Man from his cell and is unimpressed with what he has seen. He is joined by his assistant Mister Nacht who informs him that Chakra contacted the Spider-Clone and he may be on his way. He tells Nacht to send out Boone and Medea to go outside and provide a suitable greeting for their guest. As short time later, the Spider-Clone arrives outside Ravencroft and sees the barrier around the institution. Although the barrier is keeping the authorities and the press away, Ben is surprised when he is able to pass through it unmolested. On the other side, his spider-sense warns him just in time to leap out of the way from a shot fired at him by Medea. Back inside, Spider-Man struggles to get free so he can stop Traveller from killing or setting free the other inmates. However, Judas is still flooding his mind with images. In his mind, Spider-Man is caught in a massive web surrounded by his various foes and loved ones. He tells them to all go away and leave him alone. That's when he is joined by a vision of his clone who offers to help Spider-Man fight everyone off. Watching Spider-Man struggles with all of this in his mind, Judas Traveller begins to wonder what kind of man Spider-Man is.

Meanwhile, Ben Reilly manages to slip past Medea and Boone and gets into the facility. However, his ability to escape doesn't last long as the pair come back inside and find him. As Ben continues to fight the duo, Spider-Man struggles with Traveller's invasive thoughts. No matter what is thrown at him, Spider-Man continues to remind himself that with great power comes great responsibility. As Ben manages to defeat his attackers and continues his hunt for Spider-Man. At that moment, Spider-Man orders Traveller to get out of his mind and finally breaks free of his shackles. As Spider-Man breaks out of his cell, he is quickly overpowered by Judas Traveller. However, that's when the Spider-Clone comes crashing into the room. The pair vow to work together to defeat Traveller once and for all.

... The story continues in The Spectacular Spider-Man #217.

Appearing in "Higher Ground"

This story is a reprint of the comic
The Spectacular Spider-Man #217.

Featured Characters:

Supporting Characters:

Antagonists:

Other Characters:

Races and Species:

Locations:

Items:

Synopsis for "Higher Ground"

This story is a reprint of the comic
The Spectacular Spider-Man #217.

This story is continued from Spider-Man #51...

Having come to the Ravencroft Institute to observe the psychology of super-powered individuals, the mysterious Judas Traveller has found himself facing a once in a life time opportunity: The chance to compare the psychology of a Spider-Man and his long lost clone, Ben Reilly.[Continuity 34] With the two Spider-Men side-by-side, Traveller uses his powers to make both men lose conciousness. While outside, a barrier prevents the authorities and the press from seeing what is happening inside. Among those gathered are Doctor Ashley Kafka, her assistant Edward Wheland, and John Jameson, Ravencroft's chief of security. They still don't understand why a renowned psychologist like Traveller would take control of the facility. Likewise, they are concerned about Traveller's threats to either kill the patients or unleash them upon the public.[Continuity 35] Back inside, Judas as turned attention away from the Spider-Men to observe Cletus Kasady, aka Carnage. He finds the symbiosis between a serial killer and an alien creature fascinating. His observations are interrupted by Boone and Medea who inform him that they have placed the Spiders in the basement. Judas instructs Mister Nacht to get into place to observe the experiment. That's when the Scrior warns Judas that the barrier outside is pushing his powers to the limits. He then tells Chakra to release the prisoners, as he had no intention of ever killing them.

When Spider-Man and Ben Reilly wake up in the basement, the wall-crawler attacks his duplicate, thinking he is involved with Judas Traveller. Spider-Man thinks that this is yet another ploy to drive him mad. Ben tries to convince him otherwise, as when Spider-Man states that he had his powers back in junior high, Ben reminds him that Peter Parker didn't get his powers until high school.[Continuity 36] This angers the wall-crawler, who tells the clone to stop calling him Peter, insisting that he only is Spider-Man.[Continuity 37] Ben wonders what is wrong with Spider-Man, who is grimmer and has a darker attitude than the clone remembers. Before he can get any answers, a group of Ravencroft inmates comes crashing into the room. When Spider-Man savagely attacks them, Ben pulls him away. He tries to remind the wall-crawler that he is a hero, but Spider-Man tells the clone he has no idea what tragedies he has recently endured.[Continuity 38] Ben tells Spider-Man that if the life of Peter Parker is so painful, he will gladly take him. When Spider-Man refuses, Ben begs Spider-Man to work with him to get the situation under control.

Hearing this, Mister Nacht returns upstairs to tell Judas Traveller that the Spiders are working together now. That's when Medea asks if she can eliminated them, but Judas tells her to be silent. That's when Chakra enters the room with an envelope she found that was post marked from a week ago. Judas explains that it is yet another deception integral to the game that they play. With time growing short, Traveller tells the Scrior to shut down the force field and that the rest prepare for their imminent departure. Outside, Ashley Kafka and the others witness as the energy barrier goes down. They are then overwhelmed with knock out gas making everyone outside falling asleep. Meanwhile, Mary Jane is on a flight to Pittsburg to visit her family.[Continuity 39] During the flight, she is recognized by her seatmate from her role on "Secret Hospital". As she keeps up her end of the conversation, she can't help but worry about everything her husband Peter is going through.[Continuity 40] Suddenly, Mary Jane feels sick and she rushes to the washroom to throw up.[Continuity 41]

Back at Ravencroft, the two Spider-Men have fight off the the gang of inmates that ambushed them. Running upstairs to get out of the basement, they are barred by a lunatic named Wild Whip. When Ben Reilly recognizes the villain, Spider-Man realizes that his clone operated as a hero in the past. Ben admits that there were some momentary exceptions to his self-imposed exile.[Continuity 42] Although they are ambushed, the pair manage to knock out Wild Whip, but not before Ben notices how out of practice he is. At the top of the stairs, they find Carnage waiting for them. At that moment, Judas Traveller leaves a letter in Ashley Kafka's office, finishing the scheme Judas Traveller before he and his allies leave. Back downstairs, Ben points out that they can't let Carnage get past them because he could kill the other inmates. This moment of mercy, begins to make Spider-Man remember everything he used to stand for.[Error 1] Working together, the two Spider-Men manage to knock Carnage out.

As they rush upstairs, the pair begin to trade quips as Spider-Man begins to lighten up. Spotting Traveller and his minions making their escape and rush outside. While Spider-Man goes after Judas, his clone has a bone to pick with Boone and Medea.[Continuity 43] However, when Ben leaps inside their getaway vehicle, he discovers there is nobody inside. Suddenly, the car explodes, apprently killing the clone. Rushing inside to face Judas Traveller, Spider-Man fails to stop his foe who makes him pass out with a hypnotic suggestion. By this point, Kafka and her co-workers wake up and rush inside and find Spider-Man blacked out on the floor. With the prisoners contained again, they begin trying to make sense of the encounter. That's when Edward finds a letter from Judas Traveller, postmarked from a week before. Opening it up, they discover a letter from Traveller stating that he couldn't make it to his scheduled appearance. Falling for this, they wonder who the man they faced really was. At that moment, Traveller and his minions are driving away in a limo. Inside the car, Judas congratulates them for a job well done. As Spider-Man appears to be returning to his previous value system, the arrival of the Spider-Clone intrigues Traveller as well. Judas figures both need further observation.

Back at Ravencroft, the authorities search the wreckage of the blown up car and find no trace of a body inside. This leaves Spider-Man wondering if this was yet another manipulation created by Judas Traveller. More confused than ever, Spider-Man swings off to figure it out. Meanwhile, not far away, Ben Reilly is alive and well and walks away from the scene. He wonders what to do next. Should he remain in New York City, or should he continue going north on his self-appointed exile?

Appearing in "Memories"

This story is a reprint of the comic
Web of Spider-Man #118.

Featured Characters:

Supporting Characters:

Antagonists:

Other Characters:

Races and Species:

Locations:

Items:

Vehicles:

Synopsis for "Memories"

This story is a reprint of the comic
Web of Spider-Man #118.

This story continues from The Spectacular Spider-Man #217...

Ben Reilly goes to the spider exhibit at the Museum of Natural History, but cannot get his mind off the fact that he is a clone.[Continuity 45] He sees himself as a soulless creature and that he has more in common to the exhibits in the museum than he does with real people. He also struggles with all the memories in his mind, memories that don't belong to him, but Peter Parker. As he leaves the museum, he is upset by seeing anything that reminds him of Spider-Man, particularly a hooded sweatshirt with a spider-emblem on it in a shop window. He then sees a man trying to hold up a hot dog vendor and is about to get involved when some police officers bust the man. Although he has once more avoided a conflict, Ben Reilly still cannot shake the trusim that was told to Peter Parker many years ago, "with great power comes great responsibility."

While on the Upper West Side, Venom has returned to New York City after a prolongued absence.[Continuity 46] He has returned to the city after hearing about the recent siege on Ravencroft Institute by Judas Traveller.[Continuity 47] This has particularly bothered him because his "son" Carnage, has been incarcerated at Ravencroft and Venom has made the serial killer his responsibility.[Continuity 48] His attention is then turned to a police chase on the street below. Seeing the criminals opening fire on the officers, Venom swoops in and forces the drivers to crash into the nearby river. Although Venom stopped the chase, the officers on the scene try to open fire on him. The bullets do no harm to Venom who then swings away. As Venom swings across the city, he suddenly finds himself in front of the apartment building where Jean DeWolff was shot, the event that set into motion his transformation into Venom.[Continuity 49] It also brings memories of his recent clashes with Carnage and Shriek.[Continuity 50] When a police car spots him, Venom decides to leave to put his old ghosts to rest.

Meanwhile, at a Forest Hills hospital, Anna Watson visits with her old friend, May Parker, who has been in a coma since suffering a stroke.[Continuity 51] Her silent vigil is interrupted by the arrival of Betty Brant, whose arrival is a welcome surprise for Anna.[Continuity 52] Outside the window, Ben Reilly sits and waits for the two women leave so he can spend time with May. He is surprised by how much Betty Brant has changed since she and Peter dated. Unaware that she is being watched, Betty feels guilty for not spending more time with the Parkers, and how it took the deaths of both Nick Katzenberg and Lance Bannon to make her realize how short life is.[Continuity 53] She then sees something moving in the window, but Ben Reilly manages to leap out of view before Betty can identify what it was.

This causes Ben Reilly to think how things could have gone had Peter Parker's life went in a different direction. His thoughts of the past lead him to the ruins of the Acme Warehouse. This makes him think about the night that Peter Parker went after Uncle Ben's killer as Spider-Man. How Peter's failure to stop the burglar nights earlier led to his Uncle's murder.[Continuity 54] Meanwhile, Venom has returned to the church where he first found his alien symbiote. He thinks about how Cletus Kasady's symbiote is his responsibility to destroy. However, he is conflicted because killing the Carnage symbiote would be like killing a part of himself. Troubled by the memories the church stirs up, Venom quickly leaves, unaware of the fact that he has been spotted by a reporter looking to get an exclusive about Venom's return to New York.[Continuity 55] By this point, Ben Reilly has arrived at the Brooklyn Bridge where he relives the memories of the day Gwen Stacy was murdered by the Green Goblin.[Continuity 56] His thoughts of the tragedy are interrupted when his spider-sense detects someone on the parapet across from him. He spots a woman just as she leaps off the bridge. Not wanting history to repeat itself, Reilly puts on his web-shooters and swings down, rescuing the woman before she can hit the water. Ben then rushes the woman to a nearby hospital but leaves before the doctor can get a statement from him.

Later, Ben is up on a rooftop thinking about what he should do with his life next. That's when he overhears a radio report about Venom's return of New York City. Having heard about Venom in the news, he wonders why Spider-Man never took the maniac down and decides that he is going to do something about it. After a quick stop at the museum gift shop, Ben Reilly returns to his newly rented apartment where he puts together a new costume. It includes a full body suit and mask that are entirely red. Overtop of this, Ben wears the blue hoodie with the spider emblem that he saw in the shop window. Satisfied with his new costume, Ben leaps out determined to take Venom down once and for all.

...This story continues in Spider-Man Unlimited #7.

Appearing in "Second Rate Choices"

This story is a reprint of the comic
Spider-Man Unlimited #7.

Featured Characters:

Supporting Characters:

Antagonists:

  • Manny (robber) (Only appearance)[1]
  • Carrie (robber) (Only appearance)[1]
  • Darryl (drug dealer) (Only appearance)[1]

Other Characters:

  • Rich Gannon (First appearance)
  • Carl (shopkeeper) (First appearance)
  • Steve (shopkeeper) (First appearance)

Locations:

Items:

Vehicles:

  • None

Synopsis for "Second Rate Choices"

This story is a reprint of the comic
Spider-Man Unlimited #7.

While hunting for Venom, Ben Reilly takes a break to get something to eat.[Continuity 58] He forgot how great Chinese food was in New York City was, but wonders if this is his own memory or something that Peter Parker remembers. That's when he notices that a check cashing store across the street is being robbed. At first, he tries to convince himself not to get involved because he is just a clone, but just like the real Peter Parker, Ben Reilly cannot stand idle while people are in danger. Only having time to put on his mask and web-shooters, Ben quickly handles the thieves and webs them up. As he leaves, one of the patrons asks who he is, to which Ben replies that he doesn't really know. Ben then web-slings away just as the police arrive on the scene.

Elsewhere in the city, a homeless man named Rich Gannon is walking the streets when he happens upon a discarded five dollar bill. Realizing how much food he can purchase with the money, he goes to a nearby grocery store. However, the store owners take a strong disliking to the homeless man and refuse him service. Rich tries to explain that he's homeless because he can't find work, explaining that he used to work for Stark Industries. These explanations fall on deaf ears, and Rich is forced to leave the store. Later at a hospital in Queens, Peter Parker visits his Aunt May to talk, even though she is still in a coma.[Continuity 59] After Peter leaves, Ben Reilly enters the room through the window so he can also spend time with May. After telling her that he came back to New York for her, Ben has to quickly hide when Peter comes back looking for his keys.[Continuity 60] Finding them on the bedside table, Peter feels like he is being watched, even though his spider-sense is not going off. Once Peter leaves, Ben comes out of hiding, but seeing the original Parker is just another harsh reminder for Ben that he is a clone. After saying his goodbye's to May, Ben leaves the hospital. He thinks about what Peter was saying about living life like you deserve, making him wonder what sort of life he deserves since all of his memories are those of another man.

Going up to the rooftops, Ben sits and thinks about all these memories he has. He thinks about all the people he knows, thanks to Peter's memories. He even feels a twinge of pain when he thinks of Peter's first true love, the late Gwen Stacy.[Continuity 61] All this just leads Ben back to questioning why he even exists. Walking the streets, Ben ends up in the Lower East Side. He passes by a local street gang, their leader taking offense that Reilly did not show the proper respect. He also passes by Rich Gannon who is panhandling on the street. He is disappointed when Ben ignores him as well and wonders how he can earn a living so he can get food to eat. After dumpster diving, Rich at least has something to eat. He's not proud of it, but trying to survive on the street is getting harder and harder. That's when Rich runs afoul of the local gang who rough him up for being homeless. Coming back from buying groceries, Ben tries to help, but the gang members pull their guns and tell him to get lost. Reilly returns to his apartment where he changes into the Scarlet Spider. He catches up with the gang when they are hassling another passerby. He makes short work of the most of the gang members, but their leader takes Rich hostage, threatening to shoot him if the Spider doesn't leave.

However, the Scarlet Spider makes short work of the gang leader and tells him that this is his neighborhood now. He soon webs up the gang members and calls the police. Things also start looking up for Rich when he is offered a job. In the aftermath of this episode, the Scarlet Spider decides that perhaps he can make a life for himself after all.

Appearing in "Deadline"

This story is a reprint of the comic
Spider-Man #52.

Featured Characters:

Supporting Characters:

Antagonists:

Other Characters:

Races and Species:

Locations:

Items:

Synopsis for "Deadline"

This story is a reprint of the comic
Spider-Man #52.

This story continues from Spider-Man Unlimited #7...

Daily Bugle Ken Ellis is pleased that J. Jonah Jameson put his story about Venom on the front page of the paper. He then gets a phone call from an informant and heads out into the rain. He is looking forward to the interview he is trying to get, as Ellis figures it will put him above the Bugle's star reporter, Ben Urich. He stopped by the Spider-Man clone in his new costume. The clone wants to talk to Ellis. When the reporter tries to brush him off, the Spider webs his feet to the ground. This masked hero denies that he is Spider-Man, or that he is a hero. However, he wants to know where Venom might be. Ken wants an exclusive interview with both Eddie Brock and this newcomer and tells this new wall-crawler that Venom was last seen near the Roosevelt Island Tram Terminal. After hearing this, the mystery web-slinger takes off to confront the symbiotic creature. At the tram station, Venom sits atop the building wondering why people are afraid of him, wondering why they don't recognize that he is a hero now.[Continuity 62] Venom has just taken down a group of crooks and now the police have surrounded him. He figures this is because he still has to pay for his sins, namely being responsible for birthing Carnage, whom he has vowed to destroy once and for all.[Continuity 63] As Venom tries to figure out what to do next, he is unaware that someone is watching him from nearby.

Not far away, the Spider-Clone swings across the city, wondering if he can really take on Venom, a foe that was the real Spider-Man was only barely able to defeat in the past. Arriving at the tram station, the clone attacks Venom. As the two come to blows, Venom quickly realizes that although this foe has Spider-Man's moves, he is not his foe.[Continuity 64] Venom slashes the clone across the chest. When the clone admits that he is a "fake", Venom moves in to make a killing blow. That's when they were interrupted by a female symbiote, who has come to warn him that the authorities have called Guardsmen into the area.[Continuity 65] Venom refuses to listen to the female symbiote and attacks her. This allows the Spider-Clone to slip away to treat his wounds. By this point, Ken Ellis arrives on the scene and slips past the police cordon in order to get a first-hand account of the battle. He witnesses Venom and the female symbiote battle each other, neither aware that an innocent woman is trapped in her car nearby.

Meanwhile, the Spider-Clone has webbed up his wounds so he can stop this battle. Still doubting himself, the clone swings down to the battle below. Spotting the woman trapped in her car, he rips the door off the hinges to free her. As Venom and his "child" continue to fight, a man stumbles off the balcony of a nearby apartment building. The Spider-Clone saves this man too and then turns his attention back to the two symbiotes. The pair has taken their fight to the nearby tram. Although the female symbiote still insists that she just wants to talk, Venom refuses to give up the fight. With the tram about to be shaken off its cable, the Spider-Clone swings up and knocks the two symbiotes into the water below. He then saves the tram driver just as the car falls loose. When he brings the tram driver to the ground, everyone hails the Spider-Clone as a hero. When Ken Ellis asks for an interview, the clone denies being a hero and says that he is barely a man before swinging away. Still, Ellis has a killer story and decides to name the new hero the Scarlet Spider. Not far away, Venom emerges from the waters vowing to track down the Spider-Man impostor and ending his life.

... This story continues in Web of Spider-Man #119.

Appearing in "Echoes of Silence"

This story is a reprint of the comic
Web of Spider-Man #119.

Featured Characters:

Supporting Characters:

Antagonists:

Other Characters:

Races and Species:

Locations:

Items:

Synopsis for "Echoes of Silence"

This story is a reprint of the comic
Web of Spider-Man #119.

This story continues in Spider-Man #52...

Following his recent encounter with Venom, the Scarlet Spider returns to his apartment to deal with his wounds.[Continuity 66] Tying his hoodie to the wound to act as a tourniquet until he can get medical help, Ben Reilly changes into his street clothes and leaves his apartment. He goes to the nearest payphone where he calls his friend Seward Trainer to let him know that he is coming. However, just as Seward picks up the phone, Ben passes out from blood loss. That's when Ben Reilly is found by his neighbor, Gabrielle Greer. She briefly considers if she should get involved, and decides to help anyway. Despite Ben's protests that he cannot afford to go to a hospital, she takes him to one anyway.

Meanwhile, Venom has arrived at the home of Peter Parker in order to enlist his help against the Scarlet Spider, whom he thinks is an impostor.[Continuity 67] However, when he arrives at the Parker's brownstone, he finds the place deserted.[Continuity 68] He is frustrated to see that even Peter's wife, Mary Jane is not home.[Continuity 69] He then goes to May Parker's home in Queens and finds the place deserted as well, and wonders what is going on.[Continuity 70] By this time, Gabrielle has brought Ben Reilly to a clinic that will treat him without insurance. He refuses anesthesia, causing him even more pain as the doctor stitches him up. The sudden arrival of this stranger prompts one of the nurses on duty to call in a tip to Daily Bugle reporter Ken Ellis.

Thinking that this is the lead that he needs, Ken Ellis rushes out to catch a cab, unaware that he is being followed by the female symbiote.[Continuity 71] She has been following Ellis in the hopes that the reporter will lead her to Venom so he can force him to teach her how to control her symbiote. While in Midtown, a gang of mobsters is meeting to discuss how Papa Granite has been encroaching in their territory. This meeting is across the street from the restaurant that Granite takes his wife on their anniversary. They have hired an assassin named Kaine to eliminate their rival, however, this mystery man is more interested the front page story on the Daily Bugle. When Kaine misses the opportunity to eliminate Papa Granite, the mobsters become angry and pull their guns on him. Kaine's only explanation is that something has come up and kills them all. One of his victims is killed by a single touch to the face, leaving Kaine's burned handprint on the man's face. Back at the clinic, the doctors have finished patching up Ben Reilly. Although they want him to stay so they can check on sutures, his spider-sense begins going off. That's when Ken Ellis comes barging in demanding to talk to the "John Doe" that checked in. Not wanting to be tied to the Scarlet Spider, Ben quickly escapes through the ventilation shaft.

By the time Ben gets to the roof he has covered his face with his mask. However, he runs into the female symbiote, Scream, who asks the Spider for his help. Unfortunately, the Scarlet Spider refuses to help and tries to leave. This causes the female symbiote to lose control and lash out, causing the tendrils of her symbiote to shatter a nearby chimney and sending debris to the ground. Warned of this by his spider-sense, the Scarlet Spider leaps back and smashes the debris before it can harm innocent people on the street. Thinking about what he should do next, Ben can't help but think about the night that Spider-Man failed to stop the burglar who later went on to murder his Uncle Ben.[Continuity 72] He realizes that he can't just ignore the symbiotes running loose in the city. Returning to his apartment, Ben begins working on a batch of new web-fluid. He is interrupted by Gabrielle Greer, who has come to check on him. He thanks her and brushes her off, much to his displeasure. With a fresh batch of webbing, Reilly then changes into the Scarlet Spider and heads back out into the city. Meanwhile, the female symbiote has begun to go on a rampage through Times Square in the hopes of drawing out Venom. Sure enough, the ploy works, when her symbiote's progenitor ambushes her. Venom quickly overpowers his female offspring and attempts to rip the symbiote off her skin. He is stopped when the Scarlet Spider ambushes Venom with his new impact webbing. Pulling the webs off his face, Venom confronts the Spider and looks forward to the coming fight. The Scarlet Spider is also determined to take down Venom once and for all.

... This story continues in Spider-Man #53.

Appearing in "Gathering Storms"

This story is a reprint of the comic
Spider-Man #53.

Featured Characters:

Supporting Characters:

Antagonists:

Other Characters:

Races and Species:

Locations:

Items:

Synopsis for "Gathering Storms"

This story is a reprint of the comic
Spider-Man #53.

This story continues in Web of Spider-Man #119...

The Scarlet Spider's battle with Venom has taken a turn when the symbiotic monster begins strangling the hero. Still thinking less of himself for being a clone, the Spider is about to accept this as par for the course. Venom, knowing that he is fighting an impostor, intends on killing the Scarlet Spider so he can go back to finish his job of killing the female symbiote.[Continuity 73] Hearing this, the Spider can't give up with the woman's life on the line, as he that wasn't the way Aunt May raised him. As he fights free, he can't believe that Spider-Man would let this creature roam free, even making a deal with him.[Continuity 74] Eventually breaking free from Venom's tendrils, the Spider hits Venom so hard he is knocked into a billboard across the street.

Meanwhile, at the Daily Bugle, Ken Ellis is typing his story about the Scarlet Spider's battle with Venom. He is obsessed with getting an interview with this new hero in his attempt to overshadow Ben Urich as the Daily Bugle's star reporter. He is interrupted by J. Jonah Jameson who has come to congratulate him for a job well done. Back in Times Square, the Scarlet Spider is working to dodge Venom's attack. He has to keep reminding himself to trust in his abilities to guide him.[Error 2] Needing to take down Venom before he gets hurt, the Spider fires a number of his impact webbing on the symbiote to try and bind him up. At that same moment, the Grim Hunter visits his father's grave once more.[Continuity 75] He vows to his father that he will track down Spider-Man once more and either he or the wall-crawler will die the next time they meet. Back in Times Square, Venom is wrapped up in the Scarlet Spider's webbing. This gives him a moment to pause and wonder if Spider-Man was the one who changed over the years, or if he himself changed. While inside the web cocoon, Venom struggles to get free.

At that moment, in Salt Lake City, the police get a communique from New York City.[Continuity 76] When one of the officers looks at it, they inform Lieutenant Jacob Raven that the perp he has been chasing for years has just turned up in New York.[Continuity 77] While back in New York, Venom breaks free from his webbing and lunges at the wall-crawler, knocking both of them off the side of the cliff. While elsewhere in the city, Gavin Thorpe has returned from his trip abroad. Unhappy with the state of his crime organization, he kills his brother for letting him down. He has decided to retake control over his family organization. When he learns that Spider-Man has been causing his organization problems, something that Thorpe intends to rectify.

Back in Times Square, the Scarlet Spider and Venom are fighting on the street. He tries another attempt to stop Venom with his impact webbing. This time, he fires it into Venom's open mouth, separating the symbiote from its host. With Eddie Brock's skin exposed, the Scarlet Spider manages to tag him with one of his venom stingers. He then begins laying into Venom, unaware that he is being observed by the mystery man known as Kaine. Kaine wants to destroy the Scarlet Spider but intends to wait for the right opportunity. With Venom knocked out, the symbiote tries to bond with the Scarlet Spider, but the clone refuses to allow it to bond with him. The strain of the rejection knocks the alien creature out. Soon, Guardsmen arrive on the scene and take Venom and his symbiote into custody. In the aftermath of the battle, the Scarlet Spider is proud of himself for being able to defeat Venom and feels confident that he can handle anything from now on, unaware of the various forces that are marshaling against him that he will have to face in the future.

Notes

  • The issues are slightly out of order, but they are printed in story order due to several backup stories in issues.
  • This TPB also reprints several pages leading up to Web of Spider-Man #117 where it showed a shadow figure, soon to be revealed as Ben Reilly calling May and talking to her on the phone, etc.
    • Excerpt from Web of Spider-Man #114: In Forest Hills, Aunt May is returning home from shopping. Her mind is on the impostors that were posing as her in-laws and wonders how her nephew Peter is handling this.[Continuity 78] She then answers a phone call and begins talking to a young man she is has spoken with before. He has called in to check and see how she is doing. She hopes that this man will come to New York so they can meet her family. Unfortunately, she has to let the young man go when she sees the front page story in the Bugle about Lance Bannon's death so she can call her nephew and see how he is taking this recent tragedy. Sensing that there is trouble with the Parker family, this mystery caller decides to go to New York and investigate this.
    • Some time later...
      Excerpt from Amazing Spider-Man #391: Aunt May sees a visiting Mary Jane out. Once Mary Jane is gone, May suddenly feels a gripping pain in her cheast, and tries to fight off the coming pain because Peter needs her.

      Mary Jane eventually returns to Aunt May's house to talk to her some more. Calling out to May, she gets no response. Looking around, Mary Jane is horrified to discover Aunt May laying completely still on the floor.
    • Some time later...
      Excerpt from Spider-Man #48: Mary Jane is just on her way out of the house when the phone suddenly rings, Mary Jane hopes that it is her husband Peter. When she answers the phone, the person on the other end of the line doesn't see anything. Mary Jane hangs up, not wanting to deal with anymore weirdness after Aunt May suffered a stroke. At a payphone miles away, the mystery caller is surprised that it was Mary Jane who answered the phone.
    • Some time later...
      Excerpt from Web of Spider-Man #115: Mary Jane answers the phone and can barely hear the person on the other line. The mystery caller is surprised that it is not May Parker who answered the phone. That's when Mary Jane tells him that she is in the hospital after suffering a stroke. She then tells him to contact the hospital for more information as she wants to keep the line open in case her husband calls. The mystery man hangs up, upset that this has happened to May Parker. He then rushes out of his cabin and hops onto the motorcycle waiting for him outside.
    • Excerpt from Spider-Man #49: Out west, the strange man has collected his last paycheck from the diner he was working at so he can head east. His former co-workers are concerned because he was so troubled, and they hope everything turns out all right.
    • Excerpt from The Spectacular Spider-Man #215: One afternoon, Spider-Man is scouring the city looking for the Scorpion, unimpressed having to deal with him so soon after their last battle.[Continuity 79] Meanwhile, the mysterious man has just walked out of a grocery store to get some food. His worries are quickly put aside when he spots a child running across the street about to be struck by an oncoming car. This man is able to leap across the width of the road, pulling the child out of harm's way. After handing the boy over to his father, the man runs away before someone recognizes who he is. Meanwhile, Spider-Man has forced information about the Scorpion out of a local stoolie. He learns that the Scorpion is trying to get a group of men for a job.
    • Excerpt from Web of Spider-Man #116: At a hospital in Forest Hills, Mary Jane watches over Aunt May, hoping that her husband Peter eventually arrives to be with them. At that moment, the mysterious man arrives at the hospital, coming to check on May Parker. However, when Peter finally arrives, this man decides to flee the scene before he is identified by Peter. However, Peter Parker is not ready to face the reality of his civilian life and leaves soon after. While at a nearby pay phone, the mystery man calls the hospital and is advised that Aunt May is in stable condition.
    • Excerpt from Amazing Spider-Man #393: At the gravesite of Gwen Stacy, the mysterious man shows up and leaves a single flower on her grave before turning around and leaving.[Continuity 80]

      Meanwhile, Mary Jane visits Aunt May in the hospital. She decides to talk to May about everything that is going on, even though May not be able to hear her. She explains that her husband, Peter, has completely withdrawn from his feelings. The recent tragedies have become too much and he has ran away from everybody. She now realizes that Peter is doing the same thing that she has been doing for years, running away from her problems. She has decided that she can't fix their marriage unless she comes to terms with her own past. Tearfully, she explains that she needs to leave and reconcile things with her father.[Continuity 81] However, Mary Jane isn't leaving May alone, she has called her Aunt Anna, who is coming up from Florida to keep an eye on her.

      Meanwhile, the mystery man who visited Gwen Stacy's grave has come to Midtown High. His silent vigil is interrupted by a security guard who asks him what he is doing. The mystery man explains that he used to go to Midtown High for what feels like lifetimes ago.[Continuity 82] The guard can understand his feelings for nostalgia but tells him to go without causing any trouble. No sooner as those words are out of the guard's mouth, does he notice that the mysterious stranger has disappeared.

      By this time, Spider-Man has brought Shriek to a hospital. After she is carried away by the doctors on staff, he realizes that he subconciously came to the hospital where Aunt May is resting in a coma. He decides to finally pay her a visit. Climbing into the room, Peter removes his mask and stares at his infirm Aunt for a time before leaving. When he returns home, he finds another note from Mary Jane, telling him that she has left to sort thinks out with her father. This is yet another nail in the coffin for the wall-crawler, who goes out into the night again.
    • Excerpt from Spider-Man #50: At the home of Aunt May in Queens, the stranger is looking through the home. He pauses to look at a photo of a young Peter Parker with his Uncle Ben and Aunt May, and thinks about how happy their family was. Suddenly, he hears someone coming, and rushes to find somewhere to hide. It turns out to be Spider-Man, who spots the intruder and assumes that it is a burglar, and becomes angry.[Continuity 83] Spider-Man rushes out to the backyard but has lost all trace of the intruder. Going back inside, the wall-crawler finds the same picture of himself with his aunt and uncle and reminds himself that he became Spider-Man all for them.

      The wall-crawler goes looking around the house to see if something was stolen. Up in the attic, he goes looking through an old trunk and comes across Miles Warren's old journal.[Continuity 84] This makes him think about the time that Miles Warren tried to destroy him with a clone of himself, and how he failed. This leads to thoughts about how Kraven the Hunter also tried to kill him and failed. These memories anger him, prompting Spider-Man to leap out the window, vowing that nobody can take away the fact that he is Spider-Man.
    • Excerpt from The Spectacular Spider-Man #216: At the hospital, the mystery man who has been coming to visit Aunt May is about to visit her again. Unfortunately, he spots Peter Parker coming to the hospital and decides to make himself scarce before Peter spots him. Parker is coming to visit his Aunt, but his mind is racked with guilt. After striking Cussler and how he treated the car thieves, Peter wonders if he is starting to lose his grip and hopes of seeing his Aunt will put his mind on the right track.

      Peter Parker visits his Aunt May, telling her unconscious body how much he cares about her. He considers her to be the mother he never had, especially after his Uncle Ben died. He admits that he is afraid of losing her because he doesn't know what he would do with himself. Suddenly, Peter's spider-sense goes off and he recognizes Mac Gargan as he walks past May's room. Parker tries to follow after Gargan but runs into J. Jonah Jameson in the hallway. Jonah offers his condolences to Peter, having heard of his Aunt's stroke. He is proud of Peter, telling him he is a good nephew for putting his Aunt's health high on his list of priorities. Not wanting Gargan to get away, Peter thanks Jonah and tells him that he is running late for an appointment and rushes off.

      Some time later...
      A man who appears to be Peter Parker is sitting next to Aunt May, telling her about how confused about who he is. He wishes that May was awake to give him some advice. That's when the nurse comes in and sees that Peter has come back. She then notices Spider-Man swinging by. This other Peter Parker is horrified to see the wall-crawler is here and tries to get out as quickly as he can. Upon the roof, Spider-Man figures it was a good idea to let Gargan go, thinking he was sincere about his wanting to reform, even though he can't believe he only got a slap on the wrist after their last encounter. Suddenly, he hears someone coming up onto the roof, and wonders why it hasn't triggered his spider-sense. When Spider-Man turns to look and see who it is, he's shocked to see himself looking at Peter Parker.

See Also

Recommended Reading

Continuity

  1. What happens next was originally depicted in Amazing Spider-Man #149.
  2. Per the Sliding Timescale of Earth-616, this story takes place roughly three years after the events of Amazing Spider-Man #151.
  3. Ben Reilly is a clone of Peter Parker, as revealed in Amazing Spider-Man #149. Upon recovering from his battle with Spider-Man and leaving New York, he adopted the name of Ben Reilly as seen in the Parker Legacy story arc.
    The Parker Legacy
    Amazing Spider-Man #400 Spider-Man #57 The Spectacular Spider-Man #223
  4. This is because Janine Godbe is actually Elizabeth Tyne, a fugitive on the run as revealed in Spider-Man: Redemption #1-4.
  5. Ben says that he has been on the road for five years. Per the Sliding Timescale of Earth-616, this is the rough amount of time that passed between Amazing Spider-Man #159 and Web of Spider-Man #117. This story, however, roughly takes place roughly three years prior to Web of Spider-Man #177 per The Spectacular Spider-Man #228.
  6. The reason why Janine is pushing Ben away is that she is actually a criminal on the run, as revealed in Spider-Man: Redemption #1-4.
  7. This is not really Vincent Tannen, but his brother Paul, as revealed Spider-Man: The Lost Years #3.
  8. Ben Reilly is a clone of Peter Parker, as revealed in Amazing Spider-Man #149. He left New York to start a new life during the Parker Legacy story arc.
    The Parker Legacy
    Amazing Spider-Man #400 Spider-Man #57 The Spectacular Spider-Man #223
  9. Ben's narrative states that Kaine's fingerprints on Louise Kennedy's gun would come back to haunt him. This is because Jacob Raven eventually traces Ben to New York a few years later as seen in Spider-Man #53. Further, those fingerprints like Louise's murder to Peter Parker, leading to his arrest in Amazing Spider-Man #400. The truth would only come out during the course of the Mark of Kaine and Trial of Peter Parker story arcs.
    Mark of Kaine
    Web of Spider-Man #124 Amazing Spider-Man #401 Spider-Man #58 The Spectacular Spider-Man #224 Spider-Man Unlimited #9
    The Trial of Peter Parker
    Web of Spider-Man #126 Amazing Spider-Man #403 Spider-Man #60 The Spectacular Spider-Man #226
  10. The fate of Elizabeth Tyne is explored in Spider-Man: Redemption #1-4.
  11. Spider-Man mentions other-dimensional doppelangers, replicoids, and the Chameleon as possible explanations for this other Peter Parker. These are all references to recent incidents that Spider-Man experienced. He first faced the Spider-Doppelganger, the other-dimensional doppelganger in Infinity War #1, the replicoids were impostors posing as his parents from Amazing Spider-Man #363-Amazing Spider-Man #388. Lastly, the Chameleon, who has impersonated either Spider-Man or Peter Parker on a number of occasions dating back to their first encounter back in Amazing Spider-Man #1.
  12. Following the stroke of his Aunt May in Amazing Spider-Man #391, Spider-Man had decided to abandon his civilian identity as seen in Amazing Spider-Man #392.
  13. Mention is made of Shriek's recent attempt to break out of the facility which occurred in Amazing Spider-Man #390-393, which is also when Ashley Kafka was injured.
  14. Ashley Kafka mentions the recent riot, this also instigated by Shriek, that happened in Web of Spider-Man Annual #10.
  15. Aunt May suffered a stroke in Amazing Spider-Man #391. However, the woman currently is an impostor, the real May Parker swapped out at some point during Amazing Spider-Man #392. However, this is not revealed until Spider-Man #97.
  16. The clone of Peter Parker was created in an attempt to destroy the real Spider-Man by Miles Warren -- aka the Jackal. This happened in Amazing Spider-Man #149. When the clone seemingly died during that battle, Spider-Man disposed of its body in a smokestack in Amazing Spider-Man #151. How the clone survived to be here now is later explained in Spider-Man: The Osborn Journal #1.
  17. Spider-Man discovered that the Chameleon was responsible for the creation of the replicants of his parents in Amazing Spider-Man #388. He later hunted down the Chameleon during the Pursuit storyline, which ended with the Chameleon being placed in a catatonic state.
    Pursuit
    Spider-Man #45 The Spectacular Spider-Man #211 Web of Spider-Man #112 Amazing Spider-Man #389
  18. At the time of this story, Spider-Man had recently recaptured Carnage after his escape from captivity in Amazing Spider-Man Annual #28.
  19. Peter and Mary Jane are referred to as husband and wife here. However, years later, their marriage is erased from existence by Mephisto in Amazing Spider-Man #545. As such they should be considered a common-law couple here.
  20. The original twin towers of the World Trade Center are depicted as part of the New York City skyline here. This should be considered a topical reference per the Sliding Timescale of Earth-616. The original towers were destroyed in a terrorist attack on September 11, 2001, and have since been replaced by the Freedom Tower.
  21. This clone was created by the Jackal in Amazing Spider-Man #149. It seemingly died that same issue. It recently resurfaced in Web of Spider-Man #114. How it survived is ultimately revealed in Spider-Man: The Osborn Journal #1.
  22. Although Aunt May really did suffer a stroke in Amazing Spider-Man #391, this is not really her. As explained in Spider-Man #97, May was replaced with an impostor by the Green Goblin at some point during the events of Amazing Spider-Man #392.
  23. Judas Traveller implies that he has been alive for centuries here. This is nothing more than a delusion brought on by a mental break down he recently suffered as revealed in Amazing Spider-Man #417.
  24. Edward Wheland was transformed into the Vermin by Baron Zemo in Captain America #272. At the time of this story, he was recently cured of his condition in The Spectacular Spider-Man #196 However, when Vermin tries to attack, Traveller knocks him out. With the demonstration over, Judas then has Chakra use her powers to restore him to normal and teleport him outside.
  25. Spider-Man embracing the spider is the result of two recent tragedies. The revelation and death of the impostors who were posing as his parents in Amazing Spider-Man #388 and Aunt May's stroke in Amazing Spider-Man #391.
  26. Chakra gave him this warning in Web of Spider-Man #117.
  27. The impostors posing as Richard and Mary Parker surfaced in Amazing Spider-Man #365. The Chameleon's involvement int heir creation was revealed in Amazing Spider-Man #388. The real Richard and Mary Parker died decades earlier on a government mission, as revealed in Amazing Spider-Man Annual #5.
  28. The Chameleon was driven insane when Spider-Man eventually captured him during the Pursuit storyline.
    Pursuit
    Spider-Man #45 The Spectacular Spider-Man #211 Web of Spider-Man #112 Amazing Spider-Man #389
  29. Mary Jane has spent most of her life running from her abusive family life, as explained in Amazing Spider-Man #259.
  30. Peter and Mary Jane are referred to as husband and wife here. However, years later, their marriage is erased from existence by Mephisto in Amazing Spider-Man #545. As such they should be considered a common-law couple here.
  31. This woman is not the real May Parker. Although May Parker suffered a stroke in Amazing Spider-Man #391, she was secretly replaced by an impostor sometime in Amazing Spider-Man #392. The truth is not revealed until Spider-Man #97.
  32. The Spider-Clone was believed to have died back in Amazing Spider-Man #149. How it survived is revealed in Spider-Man: The Osborn Journal #1. The clone revealed to Spider-Man that it was still alive in Web of Spider-Man #117, this led to the pair coming to blows.
  33. Chakra appeared before Ben in Amazing Spider-Man #394.
  34. The Spider-Clone was believed to have died in Amazing Spider-Man #149. His survival is explained in Spider-Man: The Osborn Journal #1. He recently resurfaced in Web of Spider-Man #114.
  35. Traveller made this threat when he took over Ravencroft in Web of Spider-Man #117.
  36. Peter Parker was bitten by the radioactive spider that made him Spider-Man in Amazing Fantasy #15.
  37. Spider-Man had denounced his Peter Parker identity following the Pursuit story arc.
    Pursuit
    Spider-Man #45 The Spectacular Spider-Man #211 Web of Spider-Man #112 Amazing Spider-Man #389
  38. Spider-Man is referring to the discover that the "parents" who resurfaced in Amazing Spider-Man #365 were replicants created by the Chameleon in Amazing Spider-Man #388. In addition to this, Peter's Aunt May suffered a stroke in Amazing Spider-Man #391.
  39. Mary Jane has had family problems date back to her childhood as seen in Amazing Spider-Man #259. Mary Jane decided to resolve her family problems in Amazing Spider-Man #393-394.
  40. Peter and Mary Jane are referred to as husband and wife here. However, years later, their marriage is erased from existence by Mephisto in Amazing Spider-Man #545. As such they should be considered a common-law couple here.
  41. This is the first clue that Mary Jane is pregnant, as will be revealed in The Spectacular Spider-Man #220.
  42. A battle between Ben Reilly and Wild Whip, at this time, has never been depicted. As yet, the details of that confrontation are unknown.
  43. Ben battled Boone and Medea in Spider-Man #51.
  44. Although this is the first time Ben Reilly appears in costume, he is not officially identified named the Scarlet Spider until Spider-Man #52.
  45. Ben Reilly was a clone created by Miles Warren, as explained in Amazing Spider-Man #149. This exhibit is the same one that was visited by Peter Parker in Amazing Spider-Man #1.
  46. Venom left New York City in Amazing Spider-Man #375 and moved to San Francisco in Venom Lethal Protector #1.
  47. This siege occurred during the Power and Responisibility story arc.
    Power and Responsibility
    Web of Spider-Man #117 Amazing Spider-Man #394 Spider-Man #51 The Spectacular Spider-Man #217
  48. Venom's symbiote gave birth to the one worn by Cletus Kasady as seen in Amazing Spider-Man #345.
  49. Jean DeWolff was murdered by a serial killer known as the Sin Eater. The manhunt for the killer occurred in Peter Parker, The Spectacular Spider-Man #107-110. At the time, as explained in Amazing Spider-Man #300, Eddie Brock interviewed someone who he thought was the Sin Eater, but was later exposed as a fake when the real killer was captured by Spider-Man. Brock blamed Spider-Man. A chance encounter with Spider-Man's discarted symbiotic costume (which Spider-Man left for dead in Web of Spider-Man #1) led to Brock becoming Venom and began his quest to get revenge against Spider-Man. This lasted until Amazing Spider-Man #375, when the rivals made an uneasy peace agreement.
  50. Venom played a major role in stopping Carnage's massacre across New York City during the Maximum Carnage event.
    Maximum Carnage
    Spider-Man Unlimited # 1 Web of Spider-Man # 101 Amazing Spider-Man # 378 Spider-Man # 35 The Spectacular Spider-Man # 201 Web of Spider-Man # 102 Amazing Spider-Man # 379
    Spider-Man # 36 The Spectacular Spider-Man # 202 Web of Spider-Man # 103 Amazing Spider-Man # 380 Spider-Man # 37 The Spectacular Spider-Man # 203 Spider-Man Unlimited # 2

  51. Aunt May suffered a stroke in Amazing Spider-Man #391. However, this is not the real May Parker. She was switched with an impostor by the Green Goblin sometime in Amazing Spider-Man #392. This truth is not revealed until Spider-Man #97.
  52. Mention is made of how May Parker thought that her nephew Peter and Betty would end up together. The pair began a romance from Amazing Spider-Man #7 until she started dating Ned Leeds in Amazing Spider-Man #18.
  53. Nick Katzenberg died of lung cancer, as revealed in The Spectacular Spider-Man #216. Lance Bannon was recently murdered by FACADE in Web of Spider-Man #114.
  54. Ben Parker was murdered by a burglar in Amazing Fantasy #15.
  55. This reporter is later identified as Ken Ellis in Spider-Man #52.
  56. Gwen Stacy was murdered by the Goblin in Amazing Spider-Man #121.
  57. Although he is wearing the Scarlet Spider costume here. Ben Reilly isn't officially given this name until Spider-Man #52
  58. The narrative states that this story takes place between Web of Spider-Man #116 and Spider-Man #52.
  59. Aunt May suffered a stroke in Amazing Spider-Man #391. However, the woman seen here is actually an impostor, who took May's place sometime in Amazing Spider-Man #392. This is not revealed until Spider-Man #97.
  60. Ben Reilly was believed to have died in Amazing Spider-Man #149. His survival is detailed in Spider-Man: The Osborn Journal #1. Ben recently resurfaced in Web of Spider-Man #114.
  61. Gwen Stacy was murdered by the Green Goblin in Amazing Spider-Man #121.
  62. Venom ended his vendetta against Spider-Man in Amazing Spider-Man #375 to become a hero of sorts starting in Venom: Lethal Protector #1.
  63. Venom's symbiote gave birth to the symbiote that bonded to Cletus Kasady to become Carnage in Amazing Spider-Man #344.
  64. Venom knows who the real Spider-Man is because Peter Parker used to wear his symbiote from Marvel Super Heroes Secret Wars #8 to Amazing Spider-Man #258. When it bonded to Eddie Brock in Amazing Spider-Man #300, Brock learned everything the symbiote knew about Spider-Man.
  65. This female symbiote is later identified as Scream in Civil War Battle Damage Report #1. Venom recalls that her symbiote was birthed from his in Venom: Lethal Protector #4. Up until now, Venom thought she was killed in Venom: Lethal Protector #5.
  66. Venom slashed open the Spider's side in Spider-Man #52.
  67. Venom has known Spider-Man's double identity after bonding with the symbiote, as explained in Amazing Spider-Man #300.
  68. At the time of this story, the real Spider-Man is struggling with his identity crisis and fighting for his life as seen in the Back From the Edge story arc.
    Back From the Edge
    Spider-Man Unlimited #7 Amazing Spider-Man #395 The Spectacular Spider-Man #218 Amazing Spider-Man #396 The Spectacular Spider-Man #219
  69. Peter and Mary Jane are referred to as husband and wife here. However, years later, their marriage is erased from existence by Mephisto in Amazing Spider-Man #545. As such they should be considered a common-law couple here. Mary Jane is not home because she went to Pittsburgh to reconnect with her family, as seen in Amazing Spider-Man #394.
  70. May Parker's home has been empty since she suffered a stroke in Amazing Spider-Man #391.
  71. This female symbiote is later identified as Scream in Civil War Battle Damage Report #1. Venom recalls that her symbiote was birthed from his in Venom Lethal Protector #4. She mentions her recent brush with death in Venom Lethal Protector #5.
  72. The events leading up to the murder of Ben Parker were chronicled in Amazing Fantasy #15.
  73. The female symbiote is not identified here, she is named Scream in Civil War Battle Damage Report #1. Venom has been trying to kill her since last issue.
  74. Venom had a vendetta against Spider-Man since Amazing Spider-Man #300. He made a deal to stop going after Spider-Man in Amazing Spider-Man #375.
  75. Kraven the Hunter committed suicide during his last hunt.
    Kraven's Last Hunt
    Web of Spider-Man #31 Amazing Spider-Man #293 Peter Parker, The Spectacular Spider-Man #131 Web of Spider-Man #32 Amazing Spider-Man #294 Peter Parker, The Spectacular Spider-Man #132

  76. This communication is depicted as being sent via a fax machine. This should be considered a topical reference per the Sliding Timescale of Earth-616 as this technology is generally considered obsolete, particularly its use in law enforcement.
  77. Jacob Raven's hunt for one of the Parker clones is complicated. The details of which are explored in Spider-Man: The Lost Years #1-3.
  78. A couple claiming to be Richard and Mary Parker tracked down May and Peter in Amazing Spider-Man #365. They were later revealed to be impostors in Amazing Spider-Man #388. The real Richard and Mary Parker were killed two decades prior to this story as explained in Amazing Spider-Man Annual #5.
  79. The Scorpion was last active in Shroud #1-4.
  80. Gwen Stacy was murdered by the Green Goblin in Amazing Spider-Man #121.
  81. Mary Jane's father was an abusive alcoholic who broke the Watson family unit as explained in Amazing Spider-Man #259.
  82. This clone has all of Spider-Man's memories, hence his comments here, however, he never attended Midtown High himself. That said, Peter Parker attended Midtown High until he graduated in Amazing Spider-Man #28. Per the Sliding Timescale of Earth-616, It has been roughly nine years since Peter graduated from high school.
  83. Spider-Man is angered by the idea of a burglar being in his Aunt's house is because it was a burglar who murdered his Uncle Ben years earlier, as seen in Amazing Fantasy #15.
  84. Peter Parker has had a copy of what he believes to be Miles Warren's journal since he discovered it in The Spectacular Spider-Man #149. The wall-crawler is unaware that this is a forgery created by the High Evolutionary as revealed in Scarlet Spider Unlimited #1.

Errors

  1. As the two Spider-Men fight Carnage, Ben states that he sensed Carnage's attack but was too slow to stop it. This is impossible since the symbiotes block out Spider-Man's spider-sense. This ability was first seen in Web of Spider-Man #18.
  2. In this story, the Scarlet Spider is able to dodge one of Venom's blows with his spider-sense. However, it has been a long-standing fact that symbiotes are do not set off Spider-Man's spider-sense. As such, it shouldn't trigger the Scarlet Spider's spider-sense as well.

Footnotes

  1. First and only known appearance to date besides flashbacks



Like this? Let us know!

 


Cite error: <ref> tags exist for a group named "Continuity2", but no corresponding <references group="Continuity2"/> tag was found.
Community content is available under CC-BY-SA unless otherwise noted.

Fandom may earn an affiliate commission on sales made from links on this page.

Stream the best stories.

Fandom may earn an affiliate commission on sales made from links on this page.

Get Disney+