Ben Reilly was a creation by the Jackal in an attempt to clone Spider-Man to seek revenge for the death of Gwen Stacey (Which really wasn't Spidey's fault). Spider-Man defeated the clone and the Jackal, and thought the clone had died.

But the clone woke up and came home to the Parker residence, to find another Peter Parker with his wife, Mary Jane. Devastated, he left New York to find himself.

When Ben had heard that his beloved Aunt May had suffered a stroke, he returned to New York and soon found himself face to face with the real Peter Parker. It was then that Ben Reilly decided to become the Scarlet Spider.

Shortly after, it was revealed by Seward Trainer that Ben was the real Spider-Man. Peter, though mad at first, eventually accepted this and moved on with his life, now focussing on his wife and her pregnancy. Ben Reilly became Spider-Man, donning a new costume and plenty of new tricks.

Later, as Spider-Man, the skeleton of the Ben Reilly that was thought dead in the first battle after the Jackal created him, was found. But how could that be, if Ben is alive?

In a long and exaggerated plot line, there were many twists and turns, but it finally came to a head as Peter and Ben teamed up against Norman Osborn, the original Green Goblin, who revealed that he was behind the whole clone saga all along. He said Peter was the true Spider-Man.

In the final battle, Ben sacrificed his life to save Peter. But after Ben was impaled with the Goblin's glider, his body began to decompose, which proved that Peter was the one true Spider-Man.

You still with us? Good.

But what's this? The title says Ben Reilly: Spider-Man.

Isn't he dead?

She told me the world needs a Spider-Man. But not this one.

Ben Reilly stands in his apartment, and carefully puts the Spider-Man costume down. No . . .I could never wear his costume. I have my own...and I have a feeling things can only get difficult from here.

Reluctantly, Ben pulls a costume out of one of the few bags he had brought when he returned to New York City. He carefully dons the webs for the first time in what seems like an eternity. He slides his web gauntlets onto his wrists, making sure they click together and into place. He checks that they are properly loaded with webbing, sedative stingers, impact webbing, and his mindot tracers.

He leapt to the balcony's railing. He had a nice apartment, didn't he? He had a chance to start his life over as a normal person. No webs. No super-villains. Just a regular guy.

He should have known things couldn't be that easy. With great power comes great responsibility. He'd had the power all right. And now, if Peter were dead...he'd have to take back the responsibility.

He swung in low. There were plenty of police around the area. Sneaking inside, Ben saw two bodies. One he didn't recognize. The other was Peter.

Oh, man, Pete...Ben thought. Looking around, he saw a face that caught his attention. Arthur Stacey?

Sneaking over closer he listened in on Stacey's conversation.

"I'm going to launch a private investigation," Arthur said to another police officer. "I know this man, and there's no way I'm going to let his death go and his assailant free."

Attaboy, Stacy...glad to see there's still some people that care. He left the building, casting a web line on a near by lamppost. Just barely staying above the ground as he swung underneath it, he released the web line and, with the momentum from the swing, was flung higher into the air, in which he was able to get a web line on the corner of another building. Speaking of people that care, I wonder how Mary Jane will handle this. And what about Aunt Anna? And little May? The poor girl will spend her life without her father...I should swing by. This will definitely be on the news, and I'd rather they hear it from me...

Swinging forward, Ben set his course for the Parker residence. He landed just out of sight behind the house and ditched his webs for some street clothes. Carefully brushing his short blond hair aside, he stepped up to the door of Peter's house and knocked.

This is gonna be so weird...as far as MJ knows, I'm dead...man, I'm gonna freak her out, but...she's gotta know...

It's not long before Peter's Aunt Anna answers the door.

"B...Ben?" She stutters.

"Uh...hi," he said shyly. "Can I come...in?"

Ben was barely able to move fast enough to catch Anna before she fainted. He carefully moved her inside. The sight was a shock. The house looked like it had been through a war. He set her on the couch in front of the TV. "Mary Jane? You home?"

"Who...?" A voice said. "Ben Reilly?!"

"Jill Stacey!" Ben said with surprise. "It's nice to see you again..."

"You...Peter said you were dead!"

"It's a long story, Jill...I was wondering, is Mary Jane around?"

"You...you haven't heard?" Jill asked. "She...she's been missing for almost a week now."

"What?" Ben said with shock.

"She and Anna were captured by Venom...Anna was released, but Mary Jane...she...she's gone."

"What about little May?"

"Little May...their daughter? You mean, you don't know that, either? The pregnancy was premature...the baby...didn't make it."

"Oh, God," Ben said as he collapsed on the sofa. "The Parkers have been wiped off the face of the planet...First Aunt May, then MJ and her baby, now Pete..."

"Where's Peter?" Jill asked.

"He...he's dead, Jill," Ben said, trying to fight back the tears that were building under his eyes. "He was found in a warehouse last night..."

"Oh my God..." Jill said. Tears streamed down her face as she collapsed into Ben's arms. "All this...and Flash before...God, Ben, why is this happening? It seems like everyone's being killed nowadays...what kind of world do we live in?"

The Daily Grind.

This was where he had worked while he was Spider-Man. He knew Shirley and Devon would be there...Lou and Joe. Maybe even Buzz...

He slowly opened the door. The baseball cap he wore cast a shadow to hide his face.

"Hey there, fella," Shirley greeted Ben as friendly as ever. "Can I get you something?"

"My old job back?" Ben said, taking off his hat.

"Ben Reilly?!" Shirley yelled. "Devon, get out here!"

Devon, her young son ran out from the back quickly to see an old friend. "Reilly?"

"Hey," Ben smiled. "Feels good to be back."

"Back from the dead, though?" Buzz asked. The man in his early forties was there every morning reading the paper. "Seems like you and your cousin Peter switched places."

"Well, I wasn't dead," Ben began the same story he said before. "Like most of you know, I was caught in between a battle with Spider-Man and the Green Goblin. Well, the Goblin knocked me off a building and I landed on a car. Spidey got me to a hospital as fast as he could.

"I was clinically dead for two minutes...then I somehow came back to life, only in a coma. I had no brain functions. I was, for the most part, dead. Peter thought it easier to tell people I had died, I guess. But a month back, somehow, my brain started working...and I made a recovery."

"So why'd you wait so long to come back?" Devon asked.

"I had a long recovery process, bud," Ben answered.

"Still, you coulda called," Devon said. "I mean, especially Des...she took your death the hardest, y'know."

"Desiree..." Ben said slowly. The image of the beautiful woman named Desiree flooded his mind. He hadn't seen her for so long. Actually, the last time they had seen each other, she thought he had stood her up for a date. She had said that maybe they should just be friends. "I..."

"If you're so interested in talking to her, why don't you stick around?" Shirley asked. "One of the girls didn't show up today, and I could use an extra helping hand...and Des is sure to stop by."

"Thanks, Shirl," Ben said. "I appreciate it. There's so much I've missed...Can I stop by later? I...I need to go to the Bugle."

Joe Robbie Robertson had come to talk with Betty Brant. She was the reporter who was the first to hear about Peter's death. It was killing her.

"First Flash, then Mary Jane, now Peter," Betty was crying.

"Shh, shh," Robbie comforted. "It'll be alright..."

"Robertson!" Jonah yelled. "What are you doing here? I fired you."

"What's wrong with you, Jonah?" Robbie yelled. "Peter Parker, one of your best photographers, and one of our best friends, is dead. The Bugle was the first one to publish that news. And you don't seem to care on bit?"

"Who're you to tell me what to do?" Jonah yelled. "Get out of my--"

"Jeez, Jonah, I won't invite you to the wake," Ben said.

"Ben?" Robbie asked. "But you're..."

"Long story," Ben said.

"I can't believe you fired Robbie," Ben said. "He's been here, for like, ever."

"Who are you to tell me what to do, kid?" Jonah said angrily.

"I was a friend of Peter's...and I'm a friend of Robbie's. Plus, you owe me. I saved your butt from the Green Goblin [[See Peter Parker: Spider-Man #75 -- Paul]]. So hire him back."

Jonah grumbled a bunch of things for a few moments before he faced Ben again. "I'm a man of honor. I'll give Robbie his job back. But I'm not gonna put up with any more crap."

Ben smiled and walked out of Jonah's office.

"B...Ben?"

"Des?"

The two practically jumped over the counter that separated them and embraced in a long hug. "I knew you couldn't be dead," Des said as tears of joy rolled down her cheeks. "I missed you so much...the last conversation we had wasn't...I mean...I..."

"It's okay, Des," Ben said. "I don't plan on going anywhere...we'll have plenty of time to talk."

"Almost 5:30," She said, smiling as she wiped away the tears. "You're almost free for the night then."

"Desiree, you can take him now if you want," Shirley said from the other end of the counter. "He was only helpin' out today."

"Thanks, Shirl!" Ben said as he tore his apron off and hopped over the counter. Then, hand in hand, Desiree and Ben walked out.

"I would've liked to have called you, but," Ben started.

"It's okay," Des smiled. "It's like...we've been given a second chance, right? You seem to be over things...back to normal."

"As normal as I can be, considering everything that's happened."

"Good, I'm glad," Des said as she wrapped her arm around his. "I missed you so much. I kept thinking how you were gone, and...and how the last time we talked it was about just being friends, but...I like you, Ben. A lot. I really care about you."

"I feel the same way, Des," Ben said. It was then that Ben's attention was caught when he was able to spot the Black Cat standing atop a nearby building. "Oh, er, look at the time, though...I promised Peter's aunt that I would come back for dinner...the poor woman, losing her whole family within a week..."

"You should go to her," Des said. "You know where to find me."

"That I do," Ben smiled. "I'll see ya later, kay?"

Before Ben turned to leave, Des grabbed his shirt collar and kissed him. At first Ben was surprised, but he eventually leaned into it. He had really missed Des. "Bye, Ben."

"I'm sorry to interrupt your reunion," Cat said.

"It's okay," Ben replied. "There's always tomorrow. What's up, Cat?"

"I don't know if you heard, but two days ago Spider-Man, Hawkeye, and the Marksman teamed up to take on a female Green Goblin," Felicia said. "Her identity was found out to be that of Liz Osborn."

"Whoa," Ben said.

"Not only that, but her son Normie has been missing for almost two weeks," Cat continued. "The police have turned up nothing."

"You think Norman Osborn is behind it?" Ben asked.

"Nope," she replied. "Norman and Liz are now both in prison."

"Hmm...any ideas, then?"

"None, really," Cat said. "But I thought you should be aware...if any new evidence comes up, we should definitely investigate further."

Ben nodded. "Anything else?"

"Just one," Cat said. "You never did explain to me how you're back...after dying and all."

"Ah. That," Ben sighed. "It's complicated...I'm not totally sure I understand it myself."

"Can you give it a try?" Cat asked.

"Fine," Ben sighed. "I can tell you, Norman Osborn, Seward Trainer, and the Jackal had nothing to do with it. It's all because of this one woman...Madame Web. How I remember it...Peter and I were talking as I was dying after the fight with the Goblin [[PP: Spider-Man #75 again -- Paul]]. I said my last words, and I lost consciousness. The next thing I knew, I was in some weird place...without gravity and such...and that woman, Madame Web, appeared.

"She told me I had died. She said it's actually been several months. Peter was Spider-Man...and he was about to face his greatest threat. She said I was needed to help him...and so, she supposedly brought me back to life.

"I had my old apartment back, some old boxes and bags of stuff...it's as like my life really hadn't stopped. So, I'm laying low for a few days, trying to make sense of what happened. Then I bump into you, we talk, and I build up some confidence. I planned on seeing Peter, finally. Then, the night before I was gonna see him, you show up at my window and tell me he's dead."

"So you really don't know what happened?" Cat said.

"Nope," Ben replied. "And Madame Web hasn't thought to contact me, either."

"Well then, I'll be your ally, okay?" Cat said. "I can fill you in on everything that's happened in Spider-Man's world since you left it."

"Thanks, Cat," Ben said. "I appreciate it. But right now, I should really get over to the Parker residence...Jill's taking care of Anna again. I'll catch ya later."

Jill was doing Aunt Anna a favor by staying there. But she was also trying to cope with what had happened. She lost her best friend, Mary Jane...and Peter, a man who she cared for...probably more than she ever would have admitted.

Mary Jane wasn't gone, she would tell herself. She might still be alive. The body was never found.

Sighing, Jill stepped out to the front porch. The cool breeze and all the stars out made the night seem so much better. She saw a woman walking along the sidewalk getting close to their house. The figure, though hard to tell in between lampposts, looked an awful lot like...

"Mary Jane?" Jill asked as she watched the figure. The woman stopped short and stared at Jill. The face was in shadows; Jill couldn't see her. But the woman quickly turned and ran. "Wait!"

"I'm not going anywhere," Ben said. Jill had finally noticed him walking towards her and the house. "You okay, Jill?"

"Yeah, I..." Jill said. "It's nothing...I just miss them both so much, y'know?"

"It's gonna be okay, Jill," Ben said. They hugged for a moment before walking in and joining Anna on the sofa.

Man...I never thought I'd come back to this. I've been given a second chance to rebuild my life, but I've gotta help all these other people rebuild theirs as well. Anna's gonna need to move...she can't support herself, and the Parkers weren't rich. Probably gonna have to sell the house...and, as much as I'd hate to do it, I might need to have Anna put in a Nursing Home. I sure can't take care of her.

If only there was some way to find MJ.... It can wait 'till morning, I suppose. And then Peter's funeral is tomorrow...man, is that gonna be weird. I just hope nothing big comes up that'll need Spider-Man's attention. At least not for a little while...

"Peter...?" she can barely say. The black material covers her face once more. Venom slowly backs away from the house. Casting a web line to a lamppost, she quickly gets away.