Appearing in "Memories"
- 🢐 Ken Ellis 🢒 (First appearance) (Unnamed)
- Malloy (a thug) (First and only known appearance)
- An unnamed woman (First and only known appearance)
- An unnamed doctor (First and only known appearance)
- Spider-Man (Peter Parker) (Vision)
- Carnage (Cletus Kasady) (Vision)
- Captain Jean DeWolff (Vision)
- Shriek (Frances Barrison) (Vision)
- Burglar (Only in recap)
- Green Goblin (Norman Osborn) (Only in recap)
- Gwen Stacy (Only in recap)
- Mary Jane Watson-Parker (Mentioned)
- Nick Katzenberg (Mentioned)
- Lance Bannon (Mentioned)
- Ben Parker (Referenced)
- Prof. Miles Warren (Referenced)
- Harry Osborn (Referenced)
Races and Species:
- Humans (Main story and recap)
- Spiders (Statue)
- Tyrannosaurus rex (Statue)
- Symbiotes (Main story and recap)
- Earth (Main story and recap)
- United States of America (Main story and recap)
- New York (Main story and recap)
- New York City (Main story and recap)
- Ravencroft Institute, Westchester County (Referenced)
- New York (Main story and recap)
- United States of America (Main story and recap)
- 🢐 Venom Symbiote 🢒
- Spider-Man's Suit and Web-Shooters (Only in recap)
- Carnage Symbiote (Vision)
- Goblin Armor (Only in recap)
- Scarlet Spider's Suit and Web-Shooters (First appearance)
- Goblin Glider (Only in recap)
Synopsis for "Memories"
This story continues from 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 1] 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 2] He has returned to the city after hearing about the recent siege on Ravencroft Institute by Judas Traveller.[Continuity 3] This has particularly bothered him because his "son" Carnage, has been incarcerated at Ravencroft and Venom has made the serial killer his responsibility.[Continuity 4] 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 5] It also brings memories of his recent clashes with Carnage and Shriek.[Continuity 6] 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 7] Her silent vigil is interrupted by the arrival of Betty Brant, whose arrival is a welcome surprise for Anna.[Continuity 8] 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 9] 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 10] 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 11] 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 12] 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.
|The Exile Returns|
|Web of Spider-Man #118||Spider-Man Unlimited #7||Spider-Man #52||Web of Spider-Man #119||Spider-Man #53|
- 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.
- Venom left New York City in Amazing Spider-Man #375 and moved to San Francisco in Venom: Lethal Protector #1.
- 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 Spectacular Spider-Man #217
- Venom's symbiote gave birth to the one worn by Cletus Kasady as seen in Amazing Spider-Man #345.
- 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.
- 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 Spectacular Spider-Man # 201 Web of Spider-Man # 102 Amazing Spider-Man # 379 Spider-Man # 36 Spectacular Spider-Man # 202 Web of Spider-Man # 103 Amazing Spider-Man # 380 Spider-Man # 37 Spectacular Spider-Man # 203 Spider-Man Unlimited # 2
- 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.
- 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.
- Nick Katzenberg died of lung cancer, as revealed in Spectacular Spider-Man #216. Lance Bannon was recently murdered by FACADE in Web of Spider-Man #114.
- Ben Parker was murdered by a burglar in Amazing Fantasy #15.
- This reporter is later identified as Ken Ellis in Spider-Man #52.
- Gwen Stacy was murdered by the Goblin in Amazing Spider-Man #121.
- Although this is the first time Ben Reilly appears in costume, he is not officially identified named the Scarlet Spider until Spider-Man #52.