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Height: 5' 10"
Weight: 165 lbs
Eyes: Hazel
Hair: Blond
Features: Identical to Peter Parker
Status: Alive (cloned, again)
Created By: Gerry Conway, Terry Kavanagh, Tom Lyle
Real Name: Ben Reilly
Current Aliases: None
Former Aliases: Scarlet Spider
Dual Identity: Not Generally Known
Former Occupation: Waiter at Club Noir, waiter at Daily Grind
Citizenship: None, He's a Clone
Legal Status: Deceased
Place of Birth: New York, New York
Marital Status: Single
Known Relatives: Clone of Peter Parker, Aunt May
Known Confidants: Peter Parker, Mary-Jane Parker
Known Allies: Spider-Man (Peter), Daredevil, Jimmy Six
Major Enemies: Doctor Octopus II, Green Goblin I, Kaine, The Jackal, Jason Tso, Venom
Former Bases: New York, New York
Current Groups: None
Former Groups: New Warriors
Education: Ben Reilly was never really in school, but has the knowledge and memories of Peter Parker.

Powers & Paraphenalia

Strength Level: Proportional Strength of a Spider. He could lift approximately 10 tons.
Abilities: Spider-Strength, Spider-Agility, Spider-Sense, and the ability to stick to walls.
Equipment: Web-Shooters, Spider-Tracers
Weapons: Impact Webbing, Stingers
Limitations: None. Though Venom would not trigger Peter Parker's spider-sense, he would trigger Ben's as the symbiote had been physically connected to Peter, not Ben.


Benjamin "Ben" Reilly (also the Scarlet Spider, the second Spider-Man and Spider-Carnage) is a fictional character in the Marvel Comics Universe. He is a clone of Peter Parker (Spider-Man), and is prominent in the Clone Saga. He first appeared in The Amazing Spider-Man #149 (October 1975).

Reilly was first featured as Spider-Man in Amazing Spider-Man #149. The issue was later revisited in What If vol. 1 # 30.

The character returns to the comics during the Clone Saga, which ran from October 1994 to December 1996 through all five of the then running Spider-Man titles, Amazing Spider-Man, Web of Spider-Man, Spider-Man, Spider-Man Unlimited, and Spectacular Spider-Man. Between November 1995 and December 1995, Scarlet Spider replaced Spider-Man in the four featured Spider-titles, becoming The Amazing Scarlet Spider, Scarlet Spider, Scarlet-Spider Unlimited, Web of Scarlet Spider, and The Spectacular Scarlet Spider. Reilly was also featured prominently in the supplemental material provided for the storyline including: Spider-Man: The Lost Years and Spider-Man: Clone Journals. The storyline would later be revisited in What If vol. 2 # 86.

Reilly was passed the mantle of Spider-Man and was featured through the Spider-Man titles Amazing Spider-Man, Spectacular Spider-Man, Spider-Man, Spider-Man Unlimited and Sensational Spider-Man which replaced Web of Spider-Man as an on-going monthly title. Reilly remained as the featured Spider-Man between January 1996 until December 1996. During this period, the character also was featured in Marvel vs. DC.

Though the character has not been utilized in mainstream continuity since Peter Parker has resumed as Spider-Man, the character is often alluded to and provided the foundation to the backstory in Spider-Girl mythology. Reilly appeared in the third issue of the X-Men/Spider-Man in 2009. It is widely speculated Reilly will return in some form in the Amazing Spider-Man Annual #36.


Ben Reilly is the Jackal's second wholly successful clone—the first is the clone of Gwen Stacy, and the first Spider-Man clone, Kaine, is flawed. Through arcane science, the clone was imprinted with Peter Parker's memories and actually believed himself the original. After Parker was captured by the Jackal, both Parker and Reilly found themselves in Spider-Man costumes at Shea Stadium, and fought briefly before teaming up in an attempt to save the Gwen clone and Ned Leeds. In the process, the clone appeared to be killed and Spider-Man, fearful of the consequences, dropped the "body" in a smokestack. The clone survived and escaped from the smokestack. Naming himself "Ben Reilly" after his uncle and aunt, Ben Parker and May Reilly respectively, and taking some old clothes Parker had intended to donate to charity, he left New York deeply depressed.

Five years on the road

Stricken with influenza, Ben met Seward Trainer, a scientist secretly blackmailed by agents of the Green Goblin into keeping track of him. Trainer helped Reilly in two ways. First, Trainer helped the sick and depressed clone to get back on his feet. Second, when Reilly returned to his life of wandering, Trainer supplied references to allow Reilly to obtain jobs; the references were never effective enough for a long-term life, but they allowed Reilly to make some kind of life for himself during his travels. Reilly came to see Trainer as a father figure, and he trusted Trainer completely. During this time, Reilly was hunted by a failed clone of Peter Parker named Kaine (after the biblical Cain). Kaine believed Reilly to be the real Peter Parker and hated his "brother" for it (while admiring the "clone" Parker living Parker's life).

Three years after his creation, Reilly got a job in Salt Lake City as a research and teaching assistant, thanks largely to Trainer's references. There, he met a woman who called herself Janine Godbe, a waitress in a diner that Ben was eating in. Janine initially resisted involvement with Reilly, and then revealed she was really a child abuse victim named Elizabeth Tyne who had killed her abusive father, changed her name (she regarded 'Elizabeth' as being a victim, and wanted to escape that) and ran away to escape her crime. Expecting to be rejected, Tyne was shocked when Reilly instead trusted her enough to reveal his spider-powers and the fact that he was a clone to her. Expecting rejection, Reilly was relieved when she accepted him for who he was, even teasingly calling him 'Spider-Man'.

While in Salt Lake City, Ben Reilly (and later Kaine) became involved in fighting against the Tannen criminal gang, wearing a makeshift costume of green, mummy-like bandages. When Janine's identity was revealed, the two were forced to flee. After Kaine, who possessed the same fingerprints as Reilly and Parker, killed corrupt policewoman Louise Kennedy (a woman he had come to love before the truth about her was revealed to Kaine), the police believed Reilly was the culprit and Detective Raven pursued them both, despite Reilly having saved him and his son from mobsters. Reilly and Tyne were on the run together for a year until Kaine forced her to leave Reilly, dropping a dead clone of her off a bridge to make Reilly think she had died. Meanwhile, Kaine continued killing, attempting to frame Reilly for the murders.

As well as fighting Kaine, Reilly would sporadically and rarely engage in heroics; although he disliked playing the hero as it reminded him of the life he'd never lived as Peter Parker, he found himself unable to ignore his spider-sense when it went off with sufficient force. It would be revealed later that he had fought the mystical villain D'Spayre and a psychopathic showman named Wild-Whip during his time on the road.

Return to New York

Two years later, Reilly discovered that May Parker was dying from a stroke, so he returned to New York. There, Reilly encountered Peter Parker, who has become bitter and angry following several consecutive tragedies. While they initially came to blows, they quickly began working together. Soon after, Reilly donned a makeshift costume, and was dubbed the "Scarlet Spider" by the press - a name that took him some time to hear without wincing. As the Scarlet Spider, Reilly decided to take down Venom. Although a clone of Spider-Man, Ben was able to use his spider-sense to anticipate the attacks of Venom, as Reilly was never bonded to the symbiote. Venom did sense that Ben was not the Spider-Man responsible for their creation, but vowed to kill Reilly anyway. Reilly ended up separating Eddie Brock and the symbiote, by physically tearing the symbiote away from its host.

For a brief time, the Scarlet Spider was a member of the New Warriors, though none of the members of the team really fully accepted this. When Peter Parker was arrested for Kaine's murders, Ben switched places with him so Peter could remain free and uncover the truth, allowing him to use the Scarlet Spider costume for a brief time. Ben was finally forced to drop the Scarlet Spider identity when, after getting involved in a technological gang war between the second Doctor Octopus and Alistair Smythe, a holographic evil version of the Scarlet Spider was created and ruined his reputation in a vicious rampage.


He later became the replacement Spider-Man for a time at the original's request, when Parker retired to raise his unborn child. This was at a time when both men had been misled by Seward Trainer (who was still working under orders from Norman Osborn, the Green Goblin) into believing that Ben was the original and Peter was the clone. Osborn hoped that this revelation that his life was a lie would make his nemesis give up. Reilly started working at a restaurant called the Daily Grind and spent a year in the role, battling villains new and old. The change in costume initially prompted the Daily Bugle to claim there was a new Spider-Man, but Ben, with the help of Mary Jane, threw them off the scent and the story was dropped. Only Venom and Silver Sable—and through Sable's deductions, Sandman and the Human Torch—ever seemed to realize that they were dealing with a different Spider-Man to the one with which he was familiar, although Ben also told Daredevil and the Torch the truth.


During the Web of Carnage arc, Ben Reilly was bonded with the symbiote Carnage. While incarcerated at Ravencroft, the symbiote left Cletus Kassidy and bonded with John Jameson. While trying to stop a rampaging Jameson, the symbiote changes host to bond with Reilly to form Spider-Carnage. Throughout this period, Ben struggled for control of himself, trying to prevent the murderous impulses of the symbiote from taking over.

Ben Reilly decides the only person able to help him rid himself of the Carnage symbiote is Peter Parker. After arriving at Ben Reilly's apartment, Peter, unaware that Ben is bonded with Carnage, turns the conversation toward resolving the mystery of the skeleton found in the smoke stack, which testing showed also was a clone of Peter Parker. Ben's internal thought struggle to kill Peter Parker then becomes more intense until Ben tells Peter to leave.

After Peter's departure, Ben continues to struggle with thoughts of killing Peter Parker. The symbiote convinces Ben that he has to protect Seward Trainer from Parker, who was on his way to visit Seward in the hospital to find out what he knew about the cloned skeleton. As Ben continues to struggle with thoughts of killing Peter Parker, he finds himself on the roof of the hospital fighting for control of himself. The symbiote nearly dominates Ben Reilly as hospital security guards attempt in vain to engage him. The rooftop fight causes Peter Parker to investigate and he is surprised to find a "Spider-Carnage". Spider-Carnage immediately attacks Parker and nearly knocks him off the roof of the hospital. Peter reaches out to Ben Reilly and pleads with him to fight the symbiote that is nearly in complete control of him. Ben barely regains control of himself and warns Peter to stay away from Seward or he would not be responsible for his actions against Peter.

Reilly was eventually able to free himself of the symbiote, after a long inner battle with the creature, overcoming it with the strength of his character. Shortly after separating from Ben, the symbiote rejoined with Kassidy. Seward Trainer disappeared while Ben fought his battle with the Carnage symbiote. Ben had his bank account frozen and his possessions stolen before, finally, the Grind was burned down and Ben was framed for arson.

Blood Brothers

It is later revealed that the Hobgoblin was behind many of these events, on the orders of the mysterious Gaunt and the company Multivex. It was later revealed that the true mastermind behind all this was the original Green Goblin.

Janine Godbe and Kaine returned to Ben's life but it was not destined to be a happy reunion; Kaine had deliberately brought her back in order to traumatize Ben by taking her away again, tipping off the police to her crimes and whereabouts and forcing the two lovers to go on the run (Ben appeared to be ready to abandon New York, saying that his life as Peter Parker was over and the people he loved back then were irrelevant). Although Kaine was convinced by his 'brother' to give himself up to the police after saving Ben and Janine from a burning diner (despite the fact that Kaine caused the fire himself), Janine also decided to stop running. Following Kaine's example, she was prepared to accept Ben's previous advice that she should entrust herself to the law and hope that the truth about her father's murder would be enough to keep her alive.

Revelations and death

Ultimately, Reilly died saving the original Spider-Man from the original Green Goblin, revealed to have survived his last fight with Spider-Man, intercepting the Goblin Glider as it flew towards Peter. The glider struck his spine and sent Ben falling to the ground, crashing into a taxi below him, leaving him in poor condition. As he lay dying, Ben told Peter that, clone or not, Peter was now Spider-Man and would have to carry on for Ben, and for Peter to tell his unborn child of her "Uncle Ben." After dying, Reilly's body decomposed rapidly, Spider-Man barely managing to get Ben's body out of public sight before it collapsed, revealing Trainer's deceptions and proving once and for all that Ben had actually been the clone. This sacrifice, coupled with the concurrent "stillbirth" of his child, led Parker to reclaim the Spider-Man identity, his last words to Ben's remains being "Rest easy... brother".


During the Civil War, Peter Parker used the pseudonym Ben Reilly as well as a holographic disguise device given to him by Beast. While on a mission to depower Spider-Man, the Initiative employed three "Spider-Men" in the Iron Spider costume to aid in the capture of the Sinister Syndicate. They were called Scarlet Spiders by War Machine.

One of the people Mister Hyde gave 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.


In January of 2009, Ben Reilly returned to comics as Spider-Man in the third part of Marvel's X-Men/Spider-Man mini-series. Written by Christos Gage, the series explores various times in the histories of both the X-Men and Spider-Man, sticking thoroughly to the source material of the timeframes the stories take place in. Issue number three marked the first new starring adventure of Ben Reilly in more than twelve years.

"Who Was Ben Reilly?"

An early flashback set in Portland shows a man being pummeled by who appears to be Peter during a house fire, begging that his family be spared.

During Aunt May's engagement party in Boston, Peter is attacked by a man calling himself "Raptor". When Spider-Man asks him what his villain-name is he responds, "I'm not a villain, I'm just a guy". After Peter gets away and changes into Spider-Man, the two battle and Raptor claims to be after a Ben Reilly who murdered his family. The news shocks Peter and Raptor escapes. Later investigating by Peter reveals that Raptor was a father who's entire family was killed in a fire started by an arsonist, and gave a police sketch that looks exactly like Peter and Ben.

Ryder then appears in New York City and confronts Peter, still believing him to be Ben Reilly and repeatedly calling him "Ben". The two fight in the middle of the office of Frontline after Raptor threatens to target Peter's family. Ryder gains the upperhand before Peter's coworkers get in the way, then leaves after handing over the article on the arsonist, with Ben Urich noting that it appears to be Peter in the sketch. Ryder ditches his jacket not knowing a spider-tracer was on it, and heads to Peter's apartment to seemingly attack his roommate. After a scuffle with Kaine, Peter returns to his apartment and finds his roommate unharmed, though she gave him the address of Aunt May's home. Peter heads there, only to find Raptor holding Harry Osborn and his cousins hostage at gunpoint. As Raptor announces his plans to burn his friends and family to death right in front of him after he admits his "true identity" as Ben Reilly, Kaine arrives, revealing that he has been working with Raptor. Kaine exposes both Peter's identity and his status as a "clone" of Reilly to Raptor, encouraging him to kill him, since if Reilly is a murderer, then Peter could be driven to kill as well. Refusing to accept this, Peter beats Raptor unconscious, while affirming his and Reilly's innocence and the fact that they would never murder anyone. He is forced to flee when the police arrive, so Kaine and Raptor escape.

"Clone Conspiracy"

Ben Reilly has since returned during the All-New, All-Different Marvel era in the form of the mysterious man in a brilliant red color suit with an Anubis mask, that everybody believes, even Spider-Man, to be Miles Warren. Using the identity of The Jackal, Ben has been seen approaching several of Spider-Man's enemies with a peculiar deal - the chance to revive their lost loved ones in exchange for their services. He starts with Rhino, where as the Man in Red, he presents Rhino with a mysteriously-revived Oksana. Rhino accepts the deal to work for him. Next, he visits Lizard at Andry Correctional Facility where he had a mysteriously-revived Martha Connors and Billy Connors, which initially angered Lizard until he could pick up their scent and remarked that they should not even be alive. As Jackal provided Rhino a black version of his suit and sprung both Lizard and a depowered Electro from Andry Correctional Facility, Jackal tells Electro that he will find a way to restore his powers in exchange for his service. After a battle between Rhino and Kingpin where Spider-Man intervened and somehow ended in the death of a revived Vanessa Fisk, Rhino failed to recruit Kingpin. It is believed that Kingpin killed the clone in disgust. The Man in Red had given Rhino one strike and reveals himself to be Jackal, and is the first time he is seen sporting the black Anubis mask and standing next to him was a presumed revived Gwen Stacy. Jackal had been working with the Lizard and Martha Connors in an experiment to restore Electro's powers. Upon Electro's reluctance to proceed with the procedure, the Jackal had then presented a revived Francine Frye (without the tattoos and piercings), a former love of Electro's that he inadvertently killed when his powers were out of control after being experimented on by the Superior Spider-Man. Electro finally ceded and agreed to do whatever Jackal wanted. Before continuing, Martha Connors informs Jackal about the fire in Edmond, Oklahoma and watches the news to see Spider-Man's arrival as none of them had any involvement with the incident.

It was revealed that the revived loved-ones were in fact cloned, created by Jackal to entice the villains to do his bidding. Jackal did not anticipate that Francine's cloned DNA was mixed in with Electro's DNA. This led to Electro dying upon Francine absorbing his electricity powers and becoming the new Electro in his place. When Prowler infiltrated New U Technologies at Peter Parker's request he's accidentally killed by Electro, and so Jackal cloned him. Upon becoming loyal to Jackal, Prowler was used by Jackal to find out what Parker Industries is up to. It was discovered that Jackal had New U Technologies obtain the bodies of Doctor Octopus, Alistaire Smythe, and other villains for his "Reanimation" cloning process. When the Doctor Octopus-possessed Octobot orchestrated the reanimation of Doctor Octopus' body with his memories intact from his Superior Spider-Man days, Doctor Octopus disposed of the Peter Parker conscious and took control of the body while emerging from the vat. Jackal gives Doctor Octopus his tentacle harness and some New U Pills that would help prevent any clone degeneration. When Spider-Man infiltrated New U Technologies, he pursued Jackal following his fight with Rhino and Electro. Upon following Jackal into a room, Spider-Man is caught by surprise by Gwen Stacy and then ensnared by Doctor Octopus. After the Jackal breaks up the fight between Spider-Man and Doctor Octopus, he shows Spider-Man around the New U Technologies. Spider-Man is finally rescued by Kaine and Spider-Gwen of Earth-65, he is told that they visited unidentified alternate Earths where the collaboration of Parker Industries and New U Technologies resulted in humanity suffering a zombie apocalypse at the hands of the Carrion Virus. Ben finally reveals himself to Peter and offers him the chance to bring back "their" Uncle Ben.

After Ben Reilly revealed that he was the Jackal to Peter, he tells Peter how he was resurrected and was motivated to create New U Technologies. After his death at the hands of the Green Goblin during the original Clone Saga, Ben's dissolved remains were collected by Jackal and he was resurrected thanks to a new cloning process developed by the original Jackal. However, Jackal still found problems with the cellular degradation. He had Ben killed 26 more times all of which had Ben's life (and most of Peter's) flash before his eyes. As he was repeatedly killed, more of Ben's good memories were being pushed out. Ben eventually breaks free and subdues Jackal, before nearly killing him. After he improves Warren's cloning formula, he creates multiple clones of Miles Warren and convinces them all that they are a clone, making it nearly impossible to tell which is the real one. Now free with a number of Miles Warren clones as his servants, Ben becomes the new Jackal and is determined to repay the people who have heavily influenced his and Peter's lives with Jackal's technology to make sure no one has to suffer again and those who have can become whole. Ben tells Peter that bringing back Uncle Ben is his gift to him and that even if Peter doesn't feel like he deserves to have his loved ones brought back, most of them do deserve a second chance at life. After hearing Ben's story and proposal, Peter becomes more interested in what Ben has to offer after initially rebuking the offer. Ben starts driving Spider-Man to the New U Technologies facility with Uncle Ben's corpse and explains to Peter that he made his company and vision come to life through emotionally blackmailing the higher-ups of society. He shows Peter the "Haven," a section of the facility set up like a normal neighborhood where Peter sees all of his resurrected friends and enemies. He tells Ben that the reason he hasn't brought Uncle Ben back yet is because Uncle Ben would tell him that he's wrong and that he's using this power without responsibility. Jackal orders Spider-Man's enemies to kill him. Anna Maria reveals she knows how to stop the decaying process on the clones and Jackal offers her the "Proto Clone" body in exchange for the formula. Doctor Octopus takes offense to Jackal's comments on Maria's dwarfism and attacks his boss. When Doctor Octopus activates the Carrion Virus, it starts spreading which causes Anna to also be affected. Jackal takes over J. Jonah's broadcast to tell the world that they will all die and be reborn. During the fight, Ben knocks Kaine out of the facility. Doctor Octopus fights Jackal to allow Peter and Anna Maria the time to transmit the frequency. When Spider-Man sends out a signal that prevents the clones from decaying, the clones of Ben Reilly, Doctor Octopus, and Gwen Stacy are seemingly reduced to dust. It is revealed during the fight that Doctor Octopus implanted his mind into the Proto Clone and Ben Reilly saved himself using New U Pills and Webware Technology. He returns to his safehouse (designed after Peter's childhood home) only to find the true Miles Warren back as the Jackal. Jackal burns down Ben's safehouse before Ben defeats Jackal in a fight, leaving the mad scientist to supposedly die in the fire in the process. Ben swings off pondering what he's going to do with his life. While unwinding at a bar Dr. Rita Clarkson is met by a disguised and disfigured Ben Reilly. Though Rita regrets what New U Technologies did, Ben still believes they were doing good for the people. He asks Rita for a loan, but she refuses until Ben saves her from some criminals who tried to kill her for New U Technologies' actions. She gives Ben a kiss before he heads off toward Broadway.

"Return of the Scarlet Spider"

Relocating to Las Vegas, Ben steals a variant Spider-Man outfit similar to Spidercide's from a cosplayer and starts to act as a hero once again, albeit making those he saves pay him for his assistance in return, while trying to make a discreet civilian life for himself. When one of his former New U Technologies clients named Cassandra Mercury threatens him to try and cure her daughter Abigail of a debilitating disease, Ben agrees to the offer in exchange for a lab and other resources. He adopts a perfect replica of his original Scarlet Spider outfit when a trio of 'fans' of Spider-Man break into the casino to try and confront a gangster only for their would-be target to break the neck of the one in the traditional Spider-Man outfit. Ben tells the two survivors to depart after introducing himself and takes the costume from the other "Scarlet Spider." He's then confronted by Kaine Parker, who was looking for him in San Francisco. After an argument at Ben's hotel room, they begin to fight. Ben convinces Kaine to stand down by arguing that he is genuinely trying to cure Abigail Mercury's terminal condition, but Kaine makes it clear to Ben that he will kill his "brother" for protecting the world if Abigail dies and once Ben has saved her life. After Abigail Mercury dies because Ben tested a new drug on her too quickly, he is attacked by Kaine once again, only for Kaine to be "killed" by what appears to be Marlo Chandler. Though the Marlo Chandler look-a-like quickly identifies herself as actually being Death, using Marlo's form to communicate. She explains that she has an "interest" in Ben as no other person has been brought back to life so often. Death reveals that he has "died" so many times that his soul has become corrupted and if he undergoes one more resurrection, he will likely suffer so much spiritual damage that his soul will be broken for good. She offers Ben the chance to restore the girl or Kaine to life before she departs. When Ben asks her to save both of them and kill him instead, Death not only heals the other two, but also restores Ben's vitality and appearance. Death also affirms that he has made a start on his efforts to redeem himself of his sins as the Jackal and become a superhero once more. However, after a confrontation with the newly-reformed Slingers saw Ben brutally attack a man for his apparent role in thefts of food from Ben's current employer, Ben learned that his new appearance will scar if he does anything to compromise his status as a hero, leaving him with a disfiguring scar around his right eye as he is faced with an order from the Slingers to surrender himself to the police for the beating. Confronting the Slingers, Ben learns that the new Hornet is actually Cyber, who was brought back to life by a demon possessing the Black Marvel, prompting Reilly to join forces with Kaine and the other Slingers to defeat the two. Reilly is nearly drowned by the Black Marvel, but Kaine is able to find a priest to bless the fountain and allow Reilly to destroy the demon. The Slingers forgive Reilly's earlier beating, acknowledging that there are shades of grey that they should recognize. Dusk passes on a warning to Reilly about Mysterio, but when Ben visits the ex-villain, Beck's story about his decision to retire after the time he died and went to Hell prompts Reilly to accept Beck's desire to move on from his past due to his own efforts to move on from past sins. Ben subsequently assists Doctor Strange and various other heroes in thwarting Mephisto's attempt to take the souls of several Las Vegas residents and guests to Hell, but in response, Mephisto creates a complex deception that stops Ben from saving Abigail in the belief that his 'cure' would condemn her to an immortal existence at her current age, subsequently altering Kaine and Cassandra's memories so that they will try to kill Ben in the belief that he withheld the cure for his own profit. Although Ben is killed by Kaine just as the hour runs out, his spirit is saved by Abigail as she ascends to an angelic level of existence thanks to his cure. Abigail rewards Ben for all of his sacrifices by offering to give him his life back, but Ben refuses, remembering Death's words that his soul would be shattered if he came back to life one more time. Nevertheless, Abigail does it anyway. Escaping from the body bag and ambulance he was in, Ben is confronted by Mysterio's daughter, Misty. Ready for revenge, she's ready to attack when Ben, not caring one bit, simply punches a hole through her stomach hard enough to kill her only to discover that she was actually an android. He soon afterwards confronts and stabs Kaine several times, threatening him to get out of Vegas if he lives through this and then disappears to a rooftop, where he began laughing and sobbing in the rain.

During the "Spider-Geddon" storyline, Superior Octopus becomes Superior Spider-Man again and recruits Kaine to help fight the Inheritors. When Kaine suggests that they enlist Ben Reilly as well, Superior Spider-Man states that the Inheritors are going to use technology from the defunct New U Technologies to rebuild their cloning machine. Kaine sees their point and both of them enter a portal. Overhearing what the Inheritors plan to do with his technology, Ben secretly follows Superior Spider-Man and Kaine into the portal. Superior Spider-Man appears to betray Ben by delivering him to the Inheritors to be consumed. This is revealed to be a trick to poison the Inheritors, and Ben sacrifices his life and dies for the 28th time to help put and end to the Inheritors once and for all. Superior Spider-Man recruits the help of a female Dr. Octopus from a different reality to restore Ben, who is brought to life for the 28th time using the New U/Inheritor cloning technology. According to Ben, he is reset to "factory default" and is seemingly free of the degeneration issues that plagued him during his time in Las Vagas