Ben Reilly was created by the Jackal, and was the first successful clone of Peter Parker; the first clone, Kaine, suffered from clone degeneration which made him unstable. Through arcane science, Ben is imprinted with Peter's memories and in their first encounter believed himself to be Peter. After Peter was captured by the Jackal, both Peter and Ben found themselves in Spider-Man costumes at Shea Stadium, and initially fought each other believing the other was the impostor. When realizing the stakes, they decided to team up in an attempt to save the Gwen Stacy clone and a captured Ned Leeds. In the process, Ben appeared to be killed in an explosion, and Peter, fearful of the consequences of a corpse of a second Peter Parker being found, dropped Ben's body into a smokestack. Ben survived and escaped from the smokestack. When he witnessed Peter and Mary Jane Watson in an embrace, Ben decided to embark on a nomadic life. He dubbed himself "Ben Reilly", using his Uncle Ben's first name and his Aunt May's maiden name, Ben Parker and May Reilly respectively. He took some old clothes Peter had intended to donate to charity, dyed his hair blonde, and he left New York deeply depressed.
Exile
Stricken with influenza, Ben meets Seward Trainer, a scientist who was secretly blackmailed by agents of the Green Goblin into keeping track of him. Trainer helps Ben re-establish his life, and Ben sees Trainer as a father figure. Ben trusts Trainer completely because he helps Ben survive his aimless wanderings, provides Reilly with forged credentials allowing him to find work for a few months at a time. Ben subsequently moves on just before people can examine the references closely enough to learn that they are faked. During this time, Ben is hunted by a failed clone of Peter Parker named Kaine, who believed Ben to be the original Peter Parker and hates him for being flawless, although initially Kaine in unsure why he is stalking Ben other than wanting to see him suffer. Ben finds love with a college student named Janine Godbe, who later reveals that her true identity is Elizabeth Tyne, a fugitive who killed her father after enduring his sexual abuse since childhood. Although he spends some time living with Janine, she apparently commits suicide out of guilt at her past crimes, leaving Ben to be constantly followed by Kaine, who vows to deny Ben happiness for as long as he can.
Besides fighting Kaine, Ben sporadically engages in heroics; although he dislikes playing the hero as it reminds him of life as Peter Parker, he finds himself unable to ignore his spider-sense. During a particularly bleak period, Ben works in dead-end jobs and allows himself to be regarded as mentally handicapped rather than interact with others. After his spider-sense prompts him to save a family from being killed during a robbery, he accepts that he cannot give in to despair and must try to make a difference when he can. Following this, he lives for a short time in Italy and works as an English teacher, but is forced to leave after a Mafia boss investigates Ben's past when his daughter expresses an interest in Ben. The Mafioso learns about the gaps in Ben's work record and forced him to leave the city. While traveling, Ben fights the mystical villain D'Spayre and a psychopathic showman named Wild-Whip.
Scarlet Spider
The Scarlet Spider vs Venom
Five years later, Ben discovers that May Parker is dying from a stroke, so he returns to New York. There, Ben encounters Peter Parker, who has become bitter and angry following several tragedies. While they initially come to blows, they begin working together. Soon after, Ben dons a makeshift costume, and is dubbed the 'Scarlet Spider' by the press after he defeats Venom. This victory over one of Spider-Man's major adversaries helps Reilly gain the confidence he needs to believe that he can, perhaps, be a hero in his own right.
For a brief time, the Scarlet Spider joins the New Warriors, though none of the team members fully accepts Reilly because he refuses to reveal his identity. When Peter Parker is framed and arrested for Kaine's murders, Ben switches places with him so Peter can remain free and uncover the truth, and allows Peter to use the Scarlet Spider costume for a brief time. Ben is finally forced to drop the Scarlet Spider identity when, after getting involved in gang warfare between the second Doctor Octopus and Alistair Smythe, a holographic version of the Scarlet Spider is created, which ruins Ben's reputation in a vicious rampage. Ben concludes that the deception has worked because he is too new on the scene for people to trust him.
Becoming the new Spider-Man
Ben thinking about what his new costume should look like.
Ben later becomes the replacement Spider-Man for a time at Peter's request, when Peter retires to raise his unborn child. Ben wears his own costume style rather than using Peter's. Meanwhile, both men are misled by the Jackal and Seward Trainer, who are working under orders from Norman Osborn, the Green Goblin, into believing that Ben was the original and Peter was the clone. Osborn hopes that the revelation that his life was a lie would make Peter give up, instead both Peter and Ben see this as a chance to start again. Ben starts working at a diner called the Daily Grind; the owner offers him a job after he paid her back a quarter that she had loaned him, recognizing his honest nature. He also dyes his hair blond to differentiate himself from Peter. Ben works there for a year, battling villains.
The change in costume initially prompts the Daily Bugle to claim there is a new Spider-Man, but Ben and Mary Jane, throw them off the scent and the story is dropped. Only the Black Cat, Venom, Silver Sable, Sandman, the Human Torch, and his former teammate Firestar ever learn that they are dealing with a different Spider-Man, although Ben also tells Daredevil the truth, and Mysterio concludes that there had been a substitution when studying newspapers after he is released from prison. This prompts the villain, who is dying, to target Daredevil as his last great scheme. A recently-published storyline revealed that the X-Men — specifically Cyclops, Storm, Angel, Iceman, and Wolverine — also know the truth because Ben told them why he was unaware of an earlier team-up involving Peter, who helped the X-Men trace Mister Sinister's activities.
Ben Reilly as the new, Sensational Spider-Man!
Ben later dates college students from Centennial University, Jessica Carradine and Desiree Winthrop. Aside from still mourning Janine Godbe's apparent death, his relationship with Jessica ends because they discover each other's secrets; Jessica's late father was the burglar who killed Ben Parker, and Jessica witnesses that Ben and Spider-Man are apparently the same man. Though Jessica saw Spider-Man as a hero after seeing him selflessly rescuing people from a burning skyscraper, she realizes she would never have a proper relationship with Ben because of their pasts. She decides not to reveal Ben's secrets and leaves. Ben tutors Desiree before his break up with Jessica, and eventually dates her.
DC vs. Marvel
Ben Reilly behind Captain America in DC vs. Marvel Comics
During the DC vs. Marvel intercompany crossover storyline, Ben inadvertently travels to a parallel reality before the rest of his native universe's inhabitants after passing by an alley during a patrol and being exposed to the dimensional rift within it. While stranded in this alternate reality, he encountered its heroes and villains, while trying to find a way back. Temporarily using his 'original' name of Peter Parker, Ben finds a job at the Daily Planet as its staff photographer, working with the newspaper's top reporters Lois Lane and Clark Kent; he even saves Lois from being captured by a Scarecrow/Scarecrow team-up although he is subsequently embarrassed when he learns of her engagement to Clark after asking her out.
Eventually, two cosmic entities force the heroes of both realities to fight a series of duels for the survival of their respective universes. Reilly is chosen to fight Superboy, the hybrid-clone of Superman and Lex Luthor, and wins thanks to his spider-sense and use of impact webbing overwhelming Superboy's raw power. Ben later teams up with Superboy to rescue the Daily Planet's staff from the Kingpin, and Lois develops a slight attraction with Ben's alter ego, before the realities are separated again by the actions of Batman, Captain America, and Access.
Spider-Carnage
Ben Reilly bonding with the Carnage Symbiote becoming the Spider-Carnage
During the "Web of Carnage" arc, Ben Reilly is bonded with the Carnage Symbiote when it escapes from the Ravencroft Institute, where its psychopathic host, Cletus Kasady, is being held, through the asylum's water pipes. Ben struggles for control of himself, and tries to prevent the symbiote from taking over, the subsequent inner battle with the creature ends when he has John Jameson take him to a cell designed to hold Carnage, willingly subjects himself to a potentially fatal dose of microwave radiation to try to kill the symbiote, which returns to Cletus via the pipes. Seward Trainer disappears while Ben fights with the Carnage symbiote. Ben's bank account is frozen and his possessions stolen while the Grind is burned down and Ben is framed for arson.
Blood Brothers
The Hobgoblin is found to be perpetrating many of these events on the orders of Gaunt and the company Multivex. It is revealed that the mastermind of these occurrences is the Green Goblin; Norman Osborn. Ben's former lover, Janine Godbe is taken to New York by Kaine, who informs the police about her crimes and whereabouts, and the two lovers to go on the run. However, after a final confrontation between Ben and Kaine in a diner, Kaine accepts that he should turn himself in to atone for his crimes. Ben's words and Kaine's decision inspire Janine to do the same.
Two Spider-Men
Around the same time, Peter Parker and Mary Jane return to New York after a brief time in Portland. Peter's powers had been lost during his time away, and had erratically returned after a near-death experience in which his body apparently reset itself. Although Peter's powers only partially returned at first- this weakness proving near-fatal when he briefly lost them while trying to escape a Sentinel during the Onslaught crisis, as time went on, he and Ben began to contemplate the possibilities of Peter returning to the role full-time, providing the city with two Spider-Men to compensate for the recent loss of the Fantastic Four and crucial members of the Avengers during the war against Onslaught. Peter's powers return for good while he helps Ben fend off the latest attack of Gaunt after his real identity was uncovered.
Death
"Rest easy brother."
Ultimately, the battle with Gaunt proves to be Ben's undoing; Ben is attacked by the original Green Goblin (Norman Osborn), who has survived his last fight with Spider-Man while his spider-sense was still disabled by a gas Gaunt had used. Norman reveals Ben's real identity as the clone, beats him unconscious, then arranges for his minions to abduct Peter, dresses Peter in the original Spider-Man costume and takes him to Norman's base opposite the Daily Bugle offices. Norman intends to blow up the building, with most of Peter and Ben's' friends inside it after they were sent false invitations. While Peter battles Norman, Ben attempts to evacuate the Daily Bugle, but injures himself further after protecting Flash Thompson from a bomb.
While helping Peter to remove the remaining bombs, Ben intercepts a Goblin Glider before it can impale Peter, but the glider damages Ben's spine. Ben falls several stories and crashes onto a taxi underneath. As he lies dying, Ben tells Peter that Peter is now Spider-Man and will have to resume the role for Ben. Ben dies and his body decomposed rapidly. Peter removes the body from public view and reveals Trainer's deceptions and proves that Ben was actually a clone.
This sacrifice, and concurrent still-birth of his child, leads Parker to reclaim the Spider-Man identity.
The Scarlet Spiders
The Initiative
While on a mission to remove Spider-Man's powers, the Initiative employs three "Spider-Men" in the Iron Spider costume to aid in the capture of the Sinister Syndicate. They are called Scarlet Spiders by War Machine. One of the people Mister Hyde gives Spider-Man's powers to appears in a costume that Ben wore as the Scarlet Spider in a jail cell, where the real Spider-Man had put him.
Ryder
Years after Ben's death, a man named Damon Ryder, and using the alias "Raptor", appears during Aunt May's engagement party. He has stalked the Reilly family for some time to find Ben, mistakes Peter for Ben and attacks. Peter changes into his costume and fights with Ryder, who claims to be looking for Ben Reilly, who murdered his family. Peter later finds that Ryder's entire family was killed in a fire started by an arsonist, and that he gave a police sketch of the arsonist that looks exactly like Peter and Ben. Ryder then appears in New York City and confronts Peter, still believing him to be Ben Reilly. The two fight when Ryder threatens to target Peter's family. Ryder gains the upper hand, then Peter's coworkers get in the way, then Ryder hands over the article on the arsonist, and leaves.
Kaine as the new Scarlet Spider
After a scuffle with Kaine, Peter finds Ryder holding Harry Osborn and his cousins hostage at gunpoint. As Ryder announces his plans to burn Peter's friends and family to death right in front of him after he admits his "true identity" as Ben Reilly, Kaine arrives and reveals that he has been working with Ryder. Kaine exposes both Peter's identity and Kaine's status as a "clone" of Ben to Ryder, encouraging him to kill him, since if Ben is a murderer, then Peter can be driven to kill as well. Refusing to accept this, Peter beats Ryder unconscious, affirms his and Ben's innocence. Kaine and Ryder escape as police arrive.
It was soon revealed that Ryder promised to help Kaine find a solution to his cellular degeneration, however, upon learning Ryder had lied to him, Kaine snapped his neck, seemingly ending his looming threat to Peter Parker.
Ben travelled to Tahuexco, Guatemala, to offer a job to Aleksei Sytsevich, formerly known as Rhino. Although Aleksei rejected his offer at first, Reilly made him change his mind when he showed what he could give him as payment: a revived Oksana.
Assisted by Dr. Connors and his wife, Reilly submitted Electro to a procedure that would restore his powers, but it didn't work. However, the suit that was meant to transfer its energy to Dillon started to discharge into Francine Frye, who Reilly had resurrected to make Dillon cooperate with him. Reilly theorized that having used genetic material from Francine's cheek after she kissed Electro had mixed up her DNA.
Reilly tried in vain to prevent Francine from killing Dillon when she started to absorb the rest of his powers. He then decided to give her a second chance by sending her after the Prowler, who had infiltrated New U Headquarters, but Francine ended up accidentally killing him during the chase, much to Ben's dismay.
When Peter Parker unexpectedly called Dr. Clarkson to save one of his employees' life, Reilly allowed her to let the procedure happen. After giving Francine a costume modeled after Max's and bringing the Prowler back to life, Reilly revealed one of his secrets to the Prowler, convincing him to join his cause.
Powers and abilities
Powers
As a clone of Spider-Man, Ben possessed the same powers he did.
The Scarlet Spider in Action
Superhuman Strength: The Scarlet Spider possessed the proportionate strength of a spider, granting him superhuman strength. He was capable of lifting 10 tons or more when under extreme duress.
Superhuman Stamina: The Scarlet Spider is able to exert himself at peak capacity for several hours before fatigue begins to impair his performance.
Superhuman Durability: The composition of the Scarlet Spider's skeleton, inter-connected tissues, and nervous system had all been enhanced. His bodily tissues were somewhat more durable and resistant to impact or trauma than an ordinary human, although he was certainly not invulnerable. While his body was tougher than an ordinary human, he could still be injured in ways comparable to an ordinary human. He was seemingly killed when impaled in the back by the Green Goblin's goblin glider. However, if injured, his body is capable of repairing itself somewhat faster than an ordinary human is capable of.
Superhuman Agility: The Scarlet Spider was extraordinarily limber and his tendons and connective tissues were twice as elastic as the average human being's, despite their enhanced strength.
Spider-Senses: The Scarlet Spider possessed an extrasensory "danger" or "spider" sense which warned him of potential immediate danger by the manifestation of a tingling sensation in the back of his skull, and links with his superhuman kinesthetics, which enabled him to evade most any injuries, unless he cognitively overrode his automatic reflexes. The precise nature of this sense is unknown. It appeared to be a simultaneous clairvoyant response to a wide variety of phenomena (everything from falling safes to speeding bullets to thrown punches), which had given several hundredths of a second warning, which was sufficient time for his reflexes to allow him to avoid injury. The sense also could create a general response on the order of several minutes: he could not discern the nature of the threat by the sensation. He could, however, discern the severity of the danger by the strength of his response to it. The Scarlet Spider's spider-sense was directional and could guide him to or away from hidden weapons and enemies. Sudden and extreme threats could cause his spider-sense to react with painful intensity. The Scarlet Spider could also sense and dodge attacks directed randomly or by a computer. Using his spider-sense to time his enhanced reflexes, the Scarlet Spider could casually dodge attacks up to and including automatic-weapons fire, provided there was sufficient distance. His spider-sense was sufficiently well-linked to his reflexes to the point that a threat could trigger them even when the Scarlet Spider was asleep or stunned. His spider-sense had helped him preserve his secret identity since it alerts him to observers or camera when changing into or out of his costume. The spider-sense did react to those who Ben does not consider to be a threat. The Scarlet Spider could choose to ignore his spider-sense, and distraction or fatigue diminished its effectiveness. The Scarlet Spider's fighting style incorporates the advantage that his "spider-sense" provides him. An interesting sidenote was that, because Ben was not the host of the Venom symbiote, his spider-sense did not see the Venom symbiote as himself, and therefore triggered his spider-sense.
Superhuman Reflexes: The Scarlet Spider's reflexes were faster than an average human by about a factor of 15 (he was often able to dodge bullets, if he was far enough away). His practical reaction time was at least a dozen times that of a normal human. In combination with his spider-sense, the speed of his reflexes allowed him to dodge almost any attack, or even gunfire, if he was far enough away.
Superhuman Equilibrium: The Scarlet Spider possessed the ability to achieve a state of perfect equilibrium in any position imaginable. He seemed able to adjust his position by instinct, which enabled him to balance himself on virtually any object, no matter how small or narrow. He had developed a unique fighting style that made full use of his agility, strength, and equilibrium.
Wall-Crawling: The Scarlet Spider possessed the ability to mentally control the flux of inter-atomic attraction (electrostatic force) between molecular boundary layers. This overcame the outer electron shell's normal behavior of mutual repulsion with other outer electron shells and permitted the tremendous potential for electron attraction to prevail. The mentally controlled sub-atomic particle responsible for this has yet to be identified. This ability to affect the attraction between surfaces was so far limited to the Scarlet Spider's body (especially concentrated in his hands and feet) and another object, with an upper limit of several tons per finger. Limits to this ability seemed to be psychosomatic, and the full nature of this ability has yet to be established.
Scarlet Spider received a few new powers, when he bonded with Carnage symbiote. Mostly, he didn't use this powers.
Enhanced Superhuman Strength: Originally able to lift 10 tons, after merged with symbiote, he could now lift about 80 tons.
Camouflage Capabilities: The symbiote possessed limited shape-shifting abilities in the sense that it cwas able to immediately change itself to appear as any type of clothing or garment.
Constituent Matter Generation: Ben was able to generate tentacle-like appendages from various parts of his body.
Constituent-Matter Manipulation: With symbiote, Ben was able to morph sections of his body, such as his hands or feet, into bladed weaponry such as spikes, blades, or axes. He could also detach these bladed weaponry if he chose to.
Abilities
Photography
Paraphernalia
Weapons
Web-Shooters: Ben originally had webshooters the were duplicates of Peter's. After his first encounter with Venom Ben redesigned his webshooters. Ben's webshooters were redesigned to use twisting wrist motions as opposed to Peter's double tap. He also added the following to his arsenal:
Impact Webbing: Web pellets that upon impact (hence the name) release tendrils the ensnare the target.
Stingers: Metal darts with a paralitic element that is used to temporarily incapacitate foes.
Media
Television
Ben Reilly made his first animated appearance on the 1994 Fantastic Four animated series. In the episode "Nightmare In Green", where Doctor Doom fools Hulk into believing that the Fantastic Four are his enemies then Hulk's friend because Rick Jones is hanging out with Human Torch, the shadowed figure of the Scarlet Spider can be seen hanging underneath a building ledge.
Scarlet Spider appeared in the X-Men animated series. In Season 4 episode "One Man's Worth (Part 1)", he is briefly featured in one of the scenes depicting a large battle.
Ben Reilly's alternate universe counterpart, voiced by Christopher Daniel Barnes, appeared in Spider-Man: The Animated Series. In the series finale "Spider Wars", numerous versions of Spider-Man from different realities team up, including Ben Reilly as the Scarlet Spider. As Ben explains his origins, he and Spider-Carnage, the main villain of this series finale, realize they are related — Ben is Peter's clone or vice-versa; the Miles Warren in their reality had "robbed them of their pasts." The Peter of that world, already struggling with the idea that he might not be the real Peter and infuriated by Ben also taking on a costumed identity, was bonded with the Carnage symbiote and driven completely mad, becoming Spider-Carnage. Hearing this, "our" Spider-Man remarks, "This is starting to sound like a bad comic book plot!", an in-joke nod to the Clone Saga.
Spider-Man referenced a "Spidey Clone" in the Ultimate Spider-Man episode "Awesome". In "I Am Spider-Man" a bunch of teenagers trying out role of Spider-Man in a play various costumes are seen one of which is the Ben Reilly Spider-Man costume.
Video Games
Scarlet Spider costume in Spider-Man (2000 video game)
Scarlet Spider Costume from 2001's Spider-Man 2: Enter Electro
Sensational Spider-Man Costume in 2000's Spider-Man (video game)
Sensational Spider-Man Costume in 2001's Spider-Man 2: Enter Electro
Scarlet Spider Costume in Marvel: Ultimate Alliance
Sensational Spider-Man Costume in the Wii version of Spider-Man: Web of Shadows
Spider-Carnage Costume in Wii version of Spider-Man: Web of Shadows
The Scarlet Spider Costume from Spider-Man: Shattered Dimensions
The Scarlet Spider Costume in 2011's Spider-Man: Edge of Time
Scarlet Spider costume DLC in Ultimate Marvel vs. Capcom 3
Ben Reilly Scarlet Spider Costume
Sensational Spider-Man Ben Reilly in MSHS Online
Sensational Spider-Man Costume in 2013's Marvel Heroes
While never actually appearing in a video game, Ben's original Scarlet Spider-Man costume and Sensational Spider-Man costume has been iconic as it is the most recurring Spider-Man costume to appear as a wearable alternate in Spider-Man video games.
Both his costumes appeared in 2000's Spider-Man (video game) as two alternate costumes for Spider-Man (as Scarlet Spider and as Spider-Man). These costumes later reappeared in the sequel, Spider-Man 2: Enter Electro. In both games, neither costume grants extra abilities in either games.
In Marvel: Ultimate Alliance, the Scarlet Spider Costume is wearable once unlocked.
In 2008's Wii version of Spider-Man: Web of Shadows, the original Spider-Carnage costume is unlockable and wearable only for Symbiote Spider-Man.
In 2010's Spider-Man: Shattered Dimensions, his original costume is available as the one of the unlockable costumes for the Amazing Spider-Man.
In 2011's Marvel Super Hero Squad Online, Ben Reilly's light blue and red Scarlet Spider costume is a wearable costume and Ben Reilly's Sensational Spider-Man is a playable character.
In 2011's Spider-Man: Edge of Time, Ben Reilly's original Scarlet Spider costume is unlockable at the start of the game only if the player has a saved file of Spider-Man: Shattered Dimensions.
His Sensational Spider-Man costume is also unlockable.
In 2011's Ultimate Marvel vs. Capcom 3, has a downloadable costume pack that includes Ben Reilly's original costume wearable as a costume for Spider-Man.
In 2013's Marvel Heroes, the Scarlet Spider and Sensational Spider-Man costumes are buyable and a droppable costume in the game and wearable in-game for Spider-Man when unlocked.
In 2014's The Amazing Spider-Man 2 video game, once the game is beaten Ben's Spider-Carnage costume is unlocked and wearable in-game.
He appears in the mobile game "Spider-Man Unlimited" in both costumes as Scarlet Spider and the Sensational Spider-Man.
Trivia
Peter Ross AKA Spider-Boy
Ben dyed his hair blond, to lessen his resemblance to Peter Parker.
Ben, like all of Peter's clones, does not set off Peter's Spider-Sense and vice versa.
Venom is not hidden from Ben's Spider-Sense as the symbiote was never bonded to Ben.
Ben's "death" was written purposely ambiguous as it was established that only fresh clones would melt or disintegrate upon death. To this point however, Ben has not been brought back in the 616 continuity, leaving this plot hole open ended.
In the Amalgam Universe, Ben (during his time as Spider-Man) was combined with Superboy, creating Spider-Boy.
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