Aunt May becomes ill and is admitted into the hospital by Mary Jane

Ben Reilly returns to New York City after being gone for 5 years after hearing about Aunt May. He is a clone of Peter Parker created by the Jackal (Professor Miles Warren) initially to battle Spiderman which they did after both were convinced they were the real Peter. Ben apparently died after teaming with Peter to stop Jackal and his body was left placed in a smokestack by Peter but survived. He then realized he was the clone and being nameless at the time, took the name Ben Reilly in honor of Ben Parker and May Reilly. He leaves for 5 years

Ben Reilly was created out of vengeance by the Jackal because he believed Peter was responsible for Gwen Stacy’s death whom Jackal was infatuated with

Peter and Ben encounter each other on the rooftop of the hospital. They scuffle and here we realize that for some reason Peter denies his identity and has been through a dark experience

A man named Judas Traveller pays a visit to Ravencroft Institute- an asylum, with his compatriots Medea, Boone, Chakra, and Mr. Nacht. There he observes the inmates (Chameleon, Shriek, and Carnage) and what they all have in common- Spiderman as an enemy

Traveller has Chakra appear to Spiderman in astral form to lure him by giving him an ultimatum- stop Traveller before he kills the inmates but if he does defeat Traveller, the inmates will go free

Revealed that Chameleon was responsible for creating simulacra of Peter’s parents which has sent him close to the edge

Traveller breaks Peter even more when he looks into his mind. Peter has a mental breakdown. Traveller is made aware of Ben’s existence and has Chakra appear to him to give HIM an ultimatum- save Peter or let him die 

Ben arrives before Traveller finally breaks Peter’s mind. Peter believes he’s working with Traveller who plans to release the inmates 

Parker and Reilly are forced to incapacitate the inmates as well as facing Carnage whom they defeat

The entire purpose for that event was so Traveller could get to intimately observe the psyche of Spiderman 

Shows the backstory of Ben’s creation, initial battle with Spiderman, self-exile from NYC, and discovering his identity during his 5-year absence   

After the events at Ravencroft, Ben decides to stay in the city and visit significant locations from Peter’s life- the warehouse where he chased the criminal who killed Uncle Ben and the bridge where Gwen Stacy was killed 

The next segment of the story includes Ben confronting Venom who has also returned to NYC 

A reporter named Ken Ellis seeks to have an interview with Ben after he thwarts Venom and dubs him in the papers as Scarlet Spider

A subplot in which one of the 5 symbiotes created by the Life Foundation (Scream) is seeking Venom out to find out how to exist harmoniously with a host. Venom has a desire to eliminate all other symbiotes after the birth of Carnage

Another clone of Spiderman also created by the Jackal joins the narrative fray. His name is Kaine and his attention is caught by the publicity of the Scarlet Spider

In the meantime, another subplot sees Grim Hunter, son of Kraven the Hunter declare revenge on Spiderman for the death of his father

Scarlet Spider defeats Venom cunningly using his impact webbing to separate host and symbiote

Next subplot involves two beings named Puma and Nocturne. Both had been regular humans until scientific experiments changed them (Puma to himself, and Nocturne by Helmut Zemo). Using her abilities to communicate with emotion, Nocturne senses Parker’s inner turmoil and finds him. The experience he has with the two enlightens him

Spiderman goes to Daredevil to have a friend he can talk to and decides to help him confront the Owl

Adrian Toomes (Vulture) uses a chemical virus developed by the military that he plans to spread across NYC using birds. One of those birds infects Peter by scratching him. He places a Spider-Tracer on Owl to track him but the Tracer breaks. Daredevil uses his abilities to find them

At the last minute, Owl helps Spidey and DD by taking down the last 5 vultures set out to release the virus. He does so to repay his debt to DD and also gives Spidey what he thinks is the cure but is actually tap water

Spidey realizes his life still means a lot to him after the fake antidote subdues the virus temporarily 

Grim Hunter begins his hunt

Grim Hunter attacks Scarlet Spider thinking he is Spiderman but stops after realizing it’s not him

Scarlet looks for Grim Hunter and is ambushed by Kaine who KOs him. Kaine confronts and fights Grim Hunter

Scarlet Spider contacts a scientist named Seward because of dreams related to his creation and his concern that he’s going to disintegrate 

Scarlet goes back for Kaine and Grim. Scarlet thinks he’s beaten Kaine but he escaped. Scarlet leaves to warn Spidey. Kaine re-emerges and fights Grim where Kaine is the victor and kills him

Peter faints and Doc Ock finds him. Kaine watches from the shadows

Doc Ock knows he could kill Spiderman then and there but spares him and leaves. He contemplates on how Peter’s nature has changed and how it comes as a shock to him

Doc Ock’s girlfriend Stunner (a tall and large woman who possesses super strength), fights, KOs, and gives Spidey to Ock who deduces he’s impaired physically and mentally and opts to find a way to help him

Emphasizes how the dynamic between Ock and Spidey goes beyond being enemies, there is a respect Ock has for Spiderman

Doc Ock heals Spidey and he wakes on a rooftop then races home to MJ where they embrace. Peter has flashes in his head of Doc Ock rejuvenating him as well as the same visions that Ben has been having but thinks they’re just hallucinations. The antidote that Ock gave to Spidey failed and he feels himself becoming weak again

Peter is about to confess that he is dying to MJ as she interjects and tells him she’s pregnant

While out celebrating having dinner Peter senses Doc Ock spying on him and confronts him. Doc Ock tells him he only wants to help cure him and Peter agrees

Parker is fully healed this time and Doc Ock turns himself in to give Peter time to regain his full strength. He is expecting Stunner to break him out but she was incapacitated by Kaine who breaks Ock out instead and effortlessly kills him

Both Scarlet Spider and Spiderman become embroiled with a terrorist group called Terror Unlimited who attack the World Trade Center. Scarlet takes care of the bomb and Spidey the hostages

Spidey attends Doc Ock’s funeral as Peter. His cousin is Elias Hargrove who is left with Doc Ock’s instructions to summon the Sinister Six. Scarlet intercepts, scuffles with, then follows Vulture who is en route to the Sinister Six lair where lurk Mysterio, Electro, and Hobgoblin

They are ordered to retrieve Ock’s tentacles from a lab. After defeating the Scarlet Spider at their own lair and being beaten by Spiderman at the science lab by using Ock’s tentacles, Spidey leaves and the villains are ambushed by Kaine who kills Mysterio. Turns out to be an automaton. Spidey returns to check the scene and finds the automaton and an unconscious Electro

Elias Hargrove confronts Ock’s lawyer who passed Ock’s will to him and accuses him of fabricating the will after which the lawyer reveals himself to be Mysterio who is pursuing Ock’s knowledge of underground criminals

Mysterio triggers a failsafe on the device that contains the info and triggers it as a trump card when Scarlet intervenes. The failsafe causes an explosion and Scarlet saves Hargrove but Mysterio’s fate is ambiguous. Simultaneously, Spiderman vows to find Doc Ock’s killer as a way to repay him

Spiderman and Scarlet are somehow lured by mind flashes of the Jackal to the Catskill mountains where Peter finds Ben unconscious. Ben regains consciousness and they both chase a goblin-like creature to a hidden lab

Professor Warren aka Jackal reveals himself to be alive and claims he orchestrated the two of them to meet up there

Jackal attempts to mess with their minds as he tells them both they are the original and the clone of each other, confusing them, as well as releasing a clone of Gwen Stacy tormenting them even more and still more when she disintegrates 

The goblin-like creature they chased into the lab helps them escape the lab when he defects after realizing he’ll disintegrate too

Kaine goes into the lab to find evidence and confirmation of who the real Peter is and who the clone is. He accidentally also activates a pod with yet ANOTHER Parker clone inside it

The clone slips away when Kaine, Jackal, and a being named Scrier confront each other. Kaine also slips away while Scrier focuses his attention on Jackal

Reilly and Peter return to their lives as Reilly watches Flash Thompson and Parker goes back to the Bugle

Jonah Jameson tells Peter there are a couple of detectives looking for him. This is from a prior incident in SLC where a detective was following a trail of victims murdered by Kaine whereafter the detectives conducted a DNA search that pointed to two possible suspects in NYC

As Parker is going home, Kaine (a stranger to Peter), pops out of the shadows and hands him the evidence claiming Peter is not a clone causing him to just have more doubt

In a scuffle where Jackal followed and tried to kill Ben, Jackal allows himself to be defeated and be admitted into Ravencroft. His little goblin minion gives Reilly a disc supposedly confirming he is the original just as Jackal makes him disintegrate for insubordination

Aunt May awakens from her coma and both Peter and Ben check on her

Ben visits Parker at his house to tell him he’s leaving NYC

The clone that got out of the pod does not know he is a clone of Peter and begins discovering his abilities 

Aunt May passes away. Both Ben and Peter are very heartbroken and attend her funeral

The NYPD and SLCPD officers arrive at Peter’s house and take him into custody

Reilly takes the opportunity to introduce and make himself known to Mary Jane who rebuffs him. He wants to help Peter but she doesn’t want it

Kaine kidnaps the detective from SLC and gives him the Mark of Kaine as a warning and proof that Peter is innocent

In the meantime, Ben keeps an eye on MJ who is approached by Judas Traveller hoping to probe into her mind for more insight on Spiderman. Ben intervenes and Judas abandons his task, claiming he’ll return for Ben and Peter. MJ has a change of heart about Ben

Parker imagines breaking out of prison to find Reilly who Parker believes must be the culprit who committed the crimes Parker has been incarcerated for 

The nomadic clone is closely watched by Scrier. He begins to think of himself as the true Peter Parker 

Ben takes MJ to Dr. Seward to inspect her baby and see if it could cause any health problems to her as it might inherit Peter’s genes and affect her

Stunner finds Lt. Raven (SLC dt.) and offers to team up with him to find Kaine 

MJ gets kidnapped by Kaine who warns her of an inevitable demise through visions he’s seen. She escapes and runs into the nomadic Peter clone at her house

The Peter clone and Kaine fight. Chakra delivers a message from Traveller to Peter that MJ is in danger. She calls Ben to tell him what has happened

Peter breaks out of prison after which Traveller meets with him and offers to help him by casting a fake Peter in his cell. Chakra teleports him to where MJ should be

Peter clone pretends to be Parker by dressing as Spiderman but Kaine KOs him and takes MJ. Reilly shows up at MJ’s house and is surprised to see who he thinks is Peter. The real Peter shows up and all 3 (Peter, nomad Peter, and Ben) are very confused

Peter leaves to find MJ. Reilly refuses to let him do it alone. The Peter clone follows them. Tracking a Spider-Tracer that MJ was given to by Peter, he follows the signal, followed by Reilly and the Peter clone, each being determined to save her albeit the clone wants her for himself

Reason why Kaine kidnapped MJ is because he’s envious of what Peter has

The 3 Spidermen fight Kaine. Ben holds him off while Peter finds MJ 

The Parker clone transforms into a hideous beast meant to kill Peter. He will later be known as Spidercide. Ben teams up with Kaine to fight him. Spidercide can morph at will

MJ tells Peter to go back and help them which he does after saving her. Spidercide is assumedly defeated in an explosion, after which Kaine slips away. Scarlet trades masks with Spidey and takes his place in prison so Peter can go home to MJ 

Kaine, Scrier, and Traveller all witness what Ben did

Peter returns home to MJ and while the Sinister Six are hunting Kaine, he finds them first and attacks Hobgoblin 

Scrier confiscates Spidercide’s remains 

Peter breaks into Jackal’s home to look for evidence he can use to prove Ben’s innocence. Evidently another Gwen clone resides there as Jackal’s wife. Yet ANOTHER clone of Miles Warren/Jackal who also lives there knocks him out. MJ asks for Felicia Hardy’s (Black Cat’s) help to find him

Peter wakes up and follows the couple using his Spider-Tracer 

A surprise reappearance of the Green Goblin attacks Gwen and Warren and recreates the same moment when he dropped Gwen off the Washington Bridge but Peter saves her this time