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Spider-Man # 45 : Written by Howard Mackie and Drawn by Tom Lyle Spider-Man begins his hunt for the Chameleon. He had to go through many men who was hired by the Chameleon, but he tracked him down at Kraven's old abandonned mansion. Even if he used the traps that Kraven had used before, Spidey was ready and managed to beat the Chameleon to a pulp. The Chameleon had mentioned a boss of his own. He tied him up and went in the mansion and searched for who was the Chameleon's boss. What he found out was that Harry Osborn was behind everything. Harry had organized this if he should die and he gave all the instructions to the Chameleon. Even from the grave, Harry Osborn was trying to find a way to stop the hero. Peter then promised never talk to any other Osborn, that includes Liz and Normie. Spidey had found another one of Harry's hide-outs, and there Harry had a made a CD on the history of the Osborns. On it, Harry had mentioned that when his father left the the room, one night, Harry tampered with Norman's formula, and when Norman "took" it, it exploded and gave Norman super strength. It also mentioned that Norman's father had mistreated him as a child, and Norman did the same thing to Harry. In the end, Peter, trying to stop the "legacy" of the Green Goblin, takes initiative and decides to go visit Liz and Normie and treat him like a human being. Because of his recent quick loss at the hands of Spidey, the Hobgoblin decides to look for the formula that gave Kraven enhanced abilities. Macendale went all the way to Russia and found one of Kraven's sons. That Kravinov gave Macendale the formula and he was powered up. The son of Kraven decided to begin his hunt for tham an who he believes killed his father, Spider-Man. He called himself the Grim Hunter, but didn't fare anywhere as well as his father did. While trying to find the identity of new villain FACADE, Lance Bannon met his unfortunate demise. The next day when the papers headline on the paper says that Bannon was murdered. May receives a phone call from an old friend living far away. During their conversation, May notices the headline and she sounds distraught by the news, so she decides to end the call. The friend, feeling that something is wrong, decides to go back to New York. Later, we see the adventures of this man travelling toward the Big Apple. We would find out his identity very soon enough. From there on, Spider-Man started to take a much darker tone, and it was proved when he met Shriek. Spider-Man took out the "Man" for Spider-Man, and he was just the "Spider". But before he could stop her from getting Malcom McBride and have him turn back into Carrion, Mary Jane confronted May about why she keeps burying the past. The two had a fight in which May suffers a stroke. She is immediately taken to the hospital. When Peter finds out, it causes him to be the "Spider" with more reason. He even made his own webbed cocoon and lived there. He would wind out by getting a way out of acting that way, but he would still be a very angry man. Spider would beat up Shriek and Carrion, and they would be taken to Ravencroft, but Shriek would be infected with the Carrion virus. Right before Peter came face-to-face with the stranger, JJJ found out that Nick Katzenberg had died of lung cancer. The stranger then went to visit May at at the hospital. She is still in a coma and while leaving, he sees Spider-Man passing through the hospital from the window and the stranger decides to leave ... from the roof of the hospital, but he goes face-to-face with Spider-Man. The stranger is none other than Peter's long thought dead clone. With everything going wrong in his life, Peter snaps and attacks the clone (named Ben Reilly). Ben manages to slip away and escape. Meanwhile, known criminal psychologist Judas Traveller went to visit Ravencroft. Doctor Ashley Kafka allowed him to study some of the people there (like Carnage and the Chameleon). There, Traveller notices a common thread; their hatred for Spider-Man. So he tells his group of "helpers" (named the Host) to go get the hero. Traveller then proceeds to take over the entire institution and he takes Kafka, John Jameson (the security cheif of Ravencroft) and the staff outside of the building. Once Spidey arrives, Traveller tells him he has one of two choices to make; either enter Ravencroft and defeat ALL the villains there or don't eneter and ALL the villains are free to go. Spidey ultimately chooses to enter and attempt to beat all the criminals. Traveller (along with his "assistant" Scrier) used this to study Spidey's mind and understand why he does what he does. While probing his mind, Judas found out about Ben, he then would ask the Host to go "fetch" Ben. Spidey would be captured and put through all these psychological tests to see how strong his mind is. Ben would be given the choice of either save Peter or take Peter's life away from him. Having Peter's morals and values, Ben chose to save Peter. In the end, Ben saved Spidey, and Traveller got away. Spidey believed that Ben had perished in an explosion, but he obviously didn't. Ben decides to were a costume and become a crime-fighter (he doesn't have a name yet) in order to fight Venom. New Daily Bugle reporter Ken Ellis decides to christen the new hero the "Scarlet Spider" (a name that Ben hates). The Scarlet Spider manges to do something Spidey has never done, decisivly defeat Venom. Meanwhile, Spidey was having his own problems; the Vulture had just poisoned him and Spider-Man is dying. With the help of Daredevil, Spidey defeated the Vulture and the Owl, but the antitdote that they gave to the heroes, was a fake. Also, Mary Jane goes to Pittsburgh to make amends with her sister and father, and Mary Jane's aunt Anna moves in from Florida to take care of the house and see how May's doing. Not only was the Scarlet Spider defeated Venom, but now he has to deal with a face from his past, the costumes villain known as Kaine, and the Grim Hunter. Once he finds out that Kaine is in town, Ben decides to call for help in his close friend Seward Trainer who would arrive in New York soon enough. Kaine would then go on to kill the Grim Hunter and leaving the mark of Kaine. Meanwhile, seeing that his enemy has been acting restlessly as of late Doctor Octopus and his new friend, Stunner, inquire about Spidey's condition. Ock admires Spidey, because he is everything that he isn't. When they find the hero, Ock gives a sort of attack, but he is discouraged when he doesn't put up much of a fight (because he is dying from the poison). Spidey is knocked unconscious and Ock proceeds to unmask the hero, thus Peter's identity revealed. Ock decides to save his greatest enemy's life by trying to find a cure. When Peter wakes up, he is were he was before "going to sleep". He goes back home. There he sees Mary Jane, and she has news for him; she's pregnant !!!! The two celebrate, but later in the evening, Peter is feeling even worse than before. Ock finds out that the cure he gave to Peter was only a temporary antidote. Ock tracks down Peter and tells him that he has found a cure. Peter is a bit reluctant to take the it, but he does in the end. It does indeed work. We find out that Ock called the cops and he has himself arrested. He says that he only does this so Peter can regain his strength so next time they may fight a better battle. In the prison car, Stunner wassupposed to help him make a getaway, but Kaine attacks her, stops the prison car, enters it, and breaks Octavius's neck. Just as Peter's life begins to go well, it seems like a detective, by the name of Jacob Raven, has been following Peter and questioning some of his freinds for some unknown reason. Also, Ben begins to receive these visions about the Jackal. The Scarlet Spider follows these visions to a park where he sees a mini-Jackal. He plays games with Spider and he is attacked by the "Jackal"'s friend, the Guardian. Spider-Man tracks down the Spider, and immediately knows that it is his clone behind the mask. The Guardian dies in the "Jackal"'s hands. He tells the duo that he and the Gurdian were both failed clones of Miles Warren's experiments. The "Jackal" takes both of them into his base where he shows him his master, the REAL Jackal. He has been in a cellular regeneration tank for the past five years (Marvel time) in order to look like his Jackal costume. He said that the Jackal who died at Shea Stadium was a clone and what the High Evolotuionary told him were false. He plays psychological mind games on both of them, and he begins to question the fact that Peter may be a clone, Ben is the original or the fact that they both may be clones. Meanwhile, Kaine is following all three of them, but he himself is being followed by Scrier. It would seem that Kaine is protecting Peter from danger and he also keeps having visions on the death of Mary Jane. Also, Mary Jane would find out that there might be abnormality in the foetus. Kaine gathers some information from the computers . After the base is retreated, there is a pod remaining. Its contents are unknown. Apparently there is a Scrier and Jackal, and Jackal and Kaine connection. Later, The Jackal and the little "Jackal" are stopped in their tracks by the Scarlet Spider. The Jackal "kills" the little clone and is sent off the Ravencroft institute. But before that, the Jackal told Ben that he was the original. Kaine then gives the information to Spider-Man, in it, it proves that Spider-Man is the original. Meanwhile, it seems like Jacob Raven is ready to arrest peter for some charges. Back at the remains of the base, the pod opens at it's another Peter Parker! Is it the original or just another clone? Aunt May awakens from her coma and Doctor Caputo immediately calls Peter. Peter arrives almost as soon as he could make it. He is amazed at the sight of his aunt. The doctor orders her to stay, but she is taken home. Once home, she sees Mary Jane once again, she knows that her niece-in-law is pregnant, even without MJ telling her. Ben then confronts Peter and he tells Peter that he is ready and is prepared to pack his bags and leave New York once and for all. Ben then leaves. After spending a week with May, Peter takes her to the top of the Empire State building where May confeses to Peter that she has known about Peter's double life for a while and that she has been very proud of him. May then begins to get a little sick and she is immediately taken home. Once in Forrest Hills, she is in bed and is strong, but her old body can't take the pain. She dies. She leaves Earth as Ben is watching through the window, and with Mary Jane and Anna are watching from the door.A few days later, when the funeral is held for her (and while Ben watches from a far), Peter and MJ arrive home, and they are to find that Peter has been arrested. As he is being taken away in the police car, Peter sees the Scarlet Spider atop of his house. Mary Jane is shocked and she meets, for the first time, face-to-face with the Scarlet Spider.
Mary Jane is initially reluctant to even speak to Ben Reilly, but it would take a long time before she would warm up to him. Ben offers to help Peter, but she thinks he's out to steal her husband's life. Ben takes Mary Jane to see scientist Seward Trainer to see if anything truly is wrong with the foetus. We find out that Peter was arrested for the murder of several people in the state of Utah. Meanwhile, the other Peter runs into some trouble and he doesn't know who he is or anything about himself, until he sees a headline that reads Peter Parker has been arrested for mureder. And he remembers everything when he accidently passes by uncle Ben and aunt May's tombstones. At the Bugle, while trying to keep his tough as nails image, J. Jonah Jameson secretly pays for Peter's high-priced, top-notch lawyer. When Kaine found out about Peter being in jail, he talked with Jacob Raven and told him that he had arrested the wrong man, but to prove it, he gave him the mark of Kaine. Meanwhile, the Jackal seems to grow quite accustomed in his cell at Ravecroft. In fact, he is acting weridly in front of Kafka and Jameson, but truly is sane. One night, he escapes from his cell, manages to loop the video camera. Escaped, he extracts his DNA virus from fellow cellmate Shriek since he was its creator, it belongs to him. With the virus he would be able to move his plan into high gear. The third Peter is on his way to go find his "wife" and try to reclaim his life. Due to his horrible visions of MJ, Kaine decides to kidnap her and hold her hostage in his own hideout. While in prison, Peter receives a visit from Traveller. He tells Peter that MJ is in danger and offers him a way to leave the prison and have save her. He accepts it. Ben, Peter and the third Parker all arrive at the Forrest Hills house to late. They all begin to fight, but they decide to go search for MJ, and solve who's who later. Ben is wearing his Scarlet Spider costume, the third one is wearing a Spidey one and Peter is wearing a black costume one. They find her, but the third Parker turns into a sort of monster. Peter and MJ's reuinion is short lived due to the third "Peter" wanting to kill them. With the help of Kaine and Ben, Spidey defeats the other Peter by turning him into a puddle of goo. When Traveller wants to take Peter back to jail, Ben decides to go in his place. Peter then tries to find a way to prove him innocent. Later, Scrier would take the puddle of goo (later it would be revealed why). Pulitzer Prize Winning Reporter Ben Urich decides to write a book on the Green Goblin. He calls it the "Legacy of Evil". While doing reaseach for the book, he helps Spidey and Molten Man find little Normie Osborn. As it turns out, Normie was kidnapped by robots that Harry had activated with the help of the mind controlled Liz Allan. Harry had wanted his son to take the formula that he had taken when he was mad, but he didn't know that the formula would eventually kill him. In the end, Ben Urich got critically acclaimed by the book, which was admired by his nephew Phil, an intern at the Bugle. Peter (who is wearing Ben's Scarlet Spider costume) searches for some information on Miles Warren at the Bugle, what he finds is that he lived a life in upstate New York, he even found an address. But after he leaves, Phil Urich (who became the fourth Green Goblin when he found an old Osborn hide-out and put on a highly technological GG suit and gained his powers) finds the computer that Spidey was looking on and finds Warren's address. Once he was at address, Spidey found his way into the house, but was attacked by the clone of Gwen Stacy (or "Joyce Delany") and apparently, she had lived with a clone of Miles Warren for years. The two even wed each other. The Warren clone and "Gwen" escape in a car. Spidey tries to stop them and ask them questions, but the Green Goblin interferes. Thinking that he is a villain, Spidey attacks the Goblin. In the end, the Warren clone dies and Gwen escapes without a trace. The Goblin escapes too. The Goblin would strike again when someone has been burning up poor people. Spidey suspected him but found another villain. In the end, the Jackal, who had returned to his base of operations, had a visitor at his base; a third man/clone who claimed he was Peter Parker. Peter Parker's trial is ready to begin (of course, unknowingly to everyone, Ben Reilly is in his place). The prosecution has many gaps and holes in Peter's life (including the two weeks in which he was buried by Kraven, which helps prove his guilt. As the trial goes on, it would that "Peter" would wind up in jail. There was nothing he could do. All he has to do is wait for Peter to prove his innocence. Meanwhile, Spidey was trying to convince Kaine to admit that it was him who killed those people. He refused. The two continue to fight their way to the Court house. There, Kaine takes off his mask to reveal his identity; he was the first failed clone of Peter Parker who has enhanced strength compared to Peter. Kaine is suffering from clone degeneration. He was only trying to protect Peter's life (because he envied him) by killing Ock, Grim Hunter and attempting to kill Ben Reilly (and attempting to frame him and ruin hi life in the process), and protect MJ from a grim death. He didn't want Ben to meet Peter, because it would cause trouble in Peter's life. So Peter said if he wasn't going to convince Kaine to admit Peter's innocence, he'd reveal his identity in front of the entire court. Kaine tried to stop him, but right before Peter took off his mask, Kaine confessed that he framed Peter. "Peter" was acquitted and pardonned. Kaine was arrested, but he quickly escaped. Back home, Seward Trainer called Peter, Ben and Mary Jane and said that he wanted to see them. When all four of them were in the same room, Seward told Peter that he found ananomaly in the foetus. An anomaly that can only be found in clones. Seward proposed a test to be done and it would prove who truly is the original once and for all. When all was said and done, Ben was the original and Peter was the clone ! Blinded with rage and disbelief, he hits Mary Jane and went running off to find solitude. What really happened was that Norman Osborn told Scrier to tell Trainer to fix the DNA experiment. He wants it to read that Peter is the clone and the Ben is the original. Seward reluctantly did this. He wanted Peter to snap and give up his life, but instead he and Ben worked together, which angered Norman even more. The Jackal gets his new Peter clone ready for his ultimate plan. This plan can alter his molecular structure, so he is vastly superior than Ben or Kaine. He was called Spidercide. The Jackal asked the clone to steal a certain substance that he needed to create his new and improved Carrion virus. Spidercide was succesful in getting that product, he even defeated the teenage super-hero group called the New Warriors. With that product, the virus was complete. The effects of it would make human organic matter disentigrate just like clonege degeneration. He went to Springville to test his virus and managed to kill every single person in that city, except one (this person would mutate into some sort of monster). The Punisher is in a time in his life where he is trying to right some wrongs. This includes killing the man who brought him to the dance, the Jackal. The Jackal managed to save Peter's life from the vigilante, thus making Peter join the Jackal's "team". We find out that Scrier now controls Spidercide and that he orders him to eliminate the Jackal. Spidercide then proceeds to kill Kaine, but the Jackal puts his first clone in a cellular regeneration pod. The Jackal's plans is that he will control the news in the whole Tri-State area, and block all news that the area has been completly infected with the Carrion virus. The virus would kill all living creatures, with exception to clones. Spidercide would fall to his supposed death. When the Gwen clone wants to kill the Jackal, she is pushed out on a ledge, and the Jackal wants to save her, but he himself would falls from the ledge and die. The Virus bomb is deactivated, Gwen disappears, everything is back to normal. While in Vermont, Ben finds out that Seward has been kidnapped and several of Seward's files have been stolen from him. It would seem that Doctor Octopus is behind all of this. He could not rescue him. Meanwhile, Mary Jane gets a job at a modeling agency posing for pregnancy clothes. The Jackal planted a post-hypnotic suggestion to make Peter kill the person he loves the most. The Jackal said those words as he fell to his death. Mary Jane finds that her husband wants her to kill her, so she calls the New Warriors, looking for Ben, but they all come in to help. Spidey creams the floor with these amateurs until the Scarlet Spider arrives. Mary Jane finally comes up with a plan that works. Mary Jane finally buries the curse of the Jackal and Peter is left with a "normal" mind, again. Spider-Man and Scarlet Spider try to save Sweard Trainer from the perosn who kidnapped them; Doctor Octopus II. This Ock is a female who's name happens to be Carolyn Trainer, the daughter of Seward ! her plan is to detonate a virtrual reality bomb that would send a lot of people to another world. Lady Ock almost manages to strangle Peter to death, but his skin is saved. That was the straw that broke the camel's back. We find out that Mary Jane needs a substance that would cure the radioactivity that is in her blood. The only person who has it is Carolyn Trainer. In the end, Spidey goes against all odds to get the cure and save Seward's life. At the hospital, MJ survives, but Peter announces that he gives Ben the Spider-Man mantle. Ben declines it; he's happy being the Scarlet Spider. Peter retires and learns to accept the other responsiblity in his life; Mary Jane and the upcoming baby. With their baby soon arriving, Peter and Mary Jane decide to continue on with their lives ... in Portland. Peter promises never to be Spider-Man again, but in the new job he picked up, there was an experiment that went wrong. Only Spider-Man could prevent it. Spidey won once more, but this time he payed a price; he lost his spider powers. He truly was finished being Spider-Man with his powers While trying to find Kaine's dead body, the Scarlet Spider and Jacob Raven go into the place of his last known site. They find Kaine in a pod, but the duo are attacked by some sort of animals. The animals knock out Raven and take Scarlet to Wundagore, home of the High Evolutionary. The Scarlet Spider meets the High Evolutionary who then proceeds to tell Ben that he faked the diary that Warren wrote. Warren did indeed work for the High Evolutionary, but was kicked out of Wundagore for doing some illegal experiments. The Scarlet one is returned home only to find that Kaine's pod has been emptied! So as the only Spider in town, Ben and Seward decide to take a trip through cyber space. There Seward runs into trouble. Ben gets out, but Seward's mind is lost in cyber space while his body lays in a coma. Apparently there is a cyber war between one Mister Tso and Lady Ock. Lady Ock enlists the help of the Looter, and new villains Override and Aura. Tso goes to see Alistair Smythe for help. A war begins. We find out that Lady Ock works with Stunner, who is truly a was set up in a holographic projector wher she can be big and strong. The original Doc Ock made this possible for her. An FBI agent is discovered trying to infiltrate Ock's group. She sets him up in a holographic projector and forces him to project as Scarlet Spider. Also, we discover that Stunner is in actuality a grossly overweight girl, set up in a similar projector by the original Doctor Octopuss. Ben watches the other Scarlet Spider destroy his reputation. What is Ben to do? Return to being Spider-Man!Tired of being confused with Peter, Ben not only decides to dye his hair blond but he makes his own Spider-Man costume. A new one. Spider-Ben fights Armada (who is working ofr Mysterio) who stole a DIT chip which can project thoughts as visible illusions, thereby erasing the need for actors, directors and all that stuff in the entertainment industry. The all new Spider-Man isn't succesful in retreaving the chip, but Ben is succesful in getting a job as a waiter in the coffee shop named the Daily Grind. Mysterio's plan is to get hi own television network and brainwash all of the viewers. Spidey puts a stop to this and saves the city from Mysterio's brainwashing attempt.
The other Scarlet Spider is still loose, so the New Warriors are wondering what happened to their teammate. In the end, it would appear the Scarlet was kicked out of the group as Spidey and the Warriors would defeat the Scarlet Spider. The Daily Grind is comrpomised of young Devon Washington and his mother Shirley (the owner), Buzz (a local patron), Desiree Winthrop (a rich woman who has her eyes on Ben) and Jessica Carradine (another frequent patron of the Grind who collects pictures of Spider-Man). Ben begins a short but important romance with Jessica. Osborn decided to use the skeleton that Warren never got to. He ordered a destruction crew to destroy a smokestack. What they find is a skeleton with a Spider-Man costume on. When Ben finds out about it, he goes to the morgue to steal the skeleton. This forced Ben to question is ID once again. JJJ wants all of his reporters on this story, but when they all fail to get any information, JJJ decides to go get the only man who has ever gotten any information on the Wall-Crawler, Peter Parker. JJJ temps Peter to return to NYC and find out the dirt on the skeleton. Once again, instead of tearing the "brothers" apart, it brought them together. This is when Osborn decided his plan to kill baby May. Seward Trainer who is still comatose, finds out that he is about to be discharged into the hands of his daughter. So he (in cyber space) warns Ben about this as he interrupts a Ben-Peter/MJ reunion. Peter is introduced to Jessica as Ben's cousin (and ultimately everyone else). Ben defeats her, and manages to get Seward's mind back into his body. At the Avengers mansion, Ben asks Doctor Henry Pym (a.k.a. Ant-Man) to do some experiments on the skeleton that was found in a smokestack. What Pym found out was that the skeleton was indeed was a clone. Meanwhile, Peter finds some very disturbing news on his new girlfriend Jessica. With a picture of Jessica and her father she gave to Ben, Peter enlarges the picture only to find out that her father was the man who murdered uncle Ben ! While in prison, Ashley Kafka finds out that Cletus Kassidy is dying due to the fact that he is separated from his symbiote. The symbiote tries to find his way to Kasady, but insread finds Ben Reilly. Spider-Man turns into Spider-Carnage and kills everyone, in front of Jessica, who has been trying to prove Spider-Man guilty for many years. Spider-Carnage goes to Ravencroft and the symbiote bonds with Kassidy once again. But Carnage remained in prison. Also, Peter goes to see Seward Trainer in the hospital. Seward refuses to see him because of a phone call he receives just as Peter is entering the hospital. Peter then tries to see Seward again. This time at the Multivex Corporation, he was denied access. Ben has his own problems, while taking off his Spider-Man mask, Jessica was following and took a picture of Spidey without a mask. She was shocked to see that she was going out with a man who she thought was responsible for the death and encarceration of her father. Peter vows to promises to get to the bottom of the clone story once and for all by confronting Trainer, who has recently disappeared. Cell-12 (a groups of cybernetic thugs) manage to beat up Peter right in front of Mary Jane in which Peter barely survived. Ben finds out that he has problems with his social security number (that Seward gave him), his last check bounced, people have been mentioning Ben's criminal past to Shirley and the Grind was burned to the ground (Ben is the main suspect). Ben thinks that it is Jessica who is doing all of this. The two fight and Ben leaves in a furry. When Peter tells Ben that he got beaten up for getting too close to Seward, Spider-Ben decides to see what's all of this is about. What he finds is a cybernetically enhanced Hobgoblin and battles him. The new and improved Macendale destroys Ben. Just as he is about to kill the wall-crawler, Seward arrives and demands that he puts a stop to this. Seward asks Ben to "let it go". We find out that Seward is working for a mystery man who had hired the Hobgoblin and he gave him a more "cybernetic" look. Meanwhile, Liz Allen Osborn, the new head of Osborn Industries, had noticed a large sum of money has been going from her company to the Multivex Corporation. While searching at Multivex, peter and Spidey find Mark Raxton (a.k.a. the Molten Man) who is snooping around for his sister-in-law Liz. Seward would try to revive the mystery man by giving him a stronger body. But the trio of heroes put a stop to this, but they wind up being captured. The Mystery Man's name is Gaunt and he hints that he has met Spider-Man once before. Gaunt also mentions that he himself has a boss. There is an explosion in which completely destroys the subsidiary of Osborn Industries and forces Gaunt and Seward to go into retreat. The trio survives and wonders who is behind it all. But all is not yet perfect as the Hobgoblin is still out there and that Ben's name is still not cleared. So with the help of Peter and Ben Urich, Spidey gets Hobby to confess that he is responsible for framing Ben. Spidey then manages to capture the villain and take him into police custody. Back at the Bugle, JJJ offers Peter his regular job back, which he and MJ accepts and they return home to New York city. There is still one final question left, is Jessica going to tell the world about Spidey' identity ? Well she decides "no", but when she sees Ben on a date with Desiree, she gets ready to send the photos to JJJ. But when a fire erupts, she witnesses Spidey save the lives of children, so Jessica backs off and gives the pictures to Ben. She then decides to leave Ben's live forever. Gaunt's boss orders him to test the abilities of the new hero, the Green Goblin. So Gaunt hires Arcade and his Murderworld to see what Phil has to offer. Phil has to fight robot duplicates of the Hulk, Spider-Man, Doctor Doom and others. In the end he is victorious, but Gaunt is pleased to report to his employer that the new Goblin is not a big threat to his operations. For years New York has been a city without a criminal leader, Fortunato has decided that he wants to be the new kingpin of crime. In his pocket he has the Rose (who was not Richard Fisk) and new villainess Deliah. Fortunato's son is Jimmy Six. When Ben tries to uncover some information on Fortunato, Ben (not Spidey) saves Jimmy's life and Jimmy vows that he will repay Ben someday, somehow. In Hong Kong, Arthur Stacy is planning a return to New York and he wants to further investigate the deaths of his brother George and niece Gwen that took place over 7 years ago. But Peter Parker would be worrying about other things; like his own mortality. Peter would start having some convulsions and he'd be taken to a hospital. Curt Connors would be brought in to New York in hopes of saving Peter's life. When all is said and done, Peter heart stops beating, but a few minutes later, Peter would reawaken. It would appear that Peter is slowly regaining his powers. Kaine believes that he is going to die soon, so he decides to take his arch-enemy Ben Reilly along with him. Ben is overjoyed to find that Janine Godbe, a woman he once loved. Kaine kidnaps her and the two fight. Janine would be arrested for apparently killing her father. Spidey fights the failed clone and convinces him to put himself under arrest. Kaine would be taken to the Vault. Just as Peter is recovering, the whole Marvel Universe is going through a disaster. The villain known as Onslaught (an amalgamation of Professor Xavier and Magneto) has terrorized New York City. Onslaught, in order to ensure his victory, "awakens" the Sentinels and orders them to eliminate all who oppose him. Peter and Mary Jane are on their way to Queens, but they find a Sentinel blocking their passage. So Peter has to take his wife to the Bugle, where she'll be safe. While running away from a Sentinel, the machine scans Mary Jane and finds a being inside her that it does not life. In other words, it's a possiblity that the baby is a mutant. At the Bugle, Peter goes out and takes some pictures of the disaster. What Peter finds is Spider-Man fighting a Sentinel. Despite him not being 100 %, Peter helps his "brother" by fighting the robot. Peter finds out that his powers aren't always there; they keep fading in and out. Peter and Spider-Man decide to head out to Central Park, where all the heroes are fighting Onslaught. But they would arrive to late and by then, all non-mutant heroes and Onslaught would be dead. Also, during Onslaught, the Green Goblin was fighting the Sentinels and his costume was damaged. That means that he has no more powers. So when the crisis has past, Phil attempts to keep his super-hero career going, but without powers, he fails. With that, the fourth man to wear a Green Goblin costume retires. Due to the damages that occured during Onslaught, the Daily Bugle is forced to cutback on several people. Two of people who were fired are Jacob Conover and Peter Parker. Robbie and JJJ tell Peter that he can remain as a freelance photographer, it's just that he can't receive a weekly paycheck anymore. When he comes home to Mary Jane and Anna, MJ cheers him by telling him the name of their baby; May. Elsewhere, Scrier appears before the Rose and demands an annex between their oganizations. The Rose declines. Back at Scrier "home base", we find out that Scrier works for Gaunt, but accross the street, Charka (a mamber of the Host) is spying on them. She reports to Traveller that Scrier has betrayed him. The rest of the Host discover this and hunt Charka down. She decides to go get Spider-Man to help her. It would seem that Traveller was kidnapped by Scrier. But Traveller isn't as omnipotent as he seems. Judas Traveller is a mutant with the ability to alter people's perceptions of reality. His technology comes from Scrier. But Scrier is truly a mystic cult who all wear the same costume. The whole Scrier clan is destroyed by Spidey and Peter. Traveller is saved and he leaves along with Charka. An angered Gaunt kills the Scrier who had been with Traveller since the beginning. As Traveller is leaving, he warns the wall-crawlers that they better becareful because they don't know who they are dealing with.On a Halloween morning, Peter decides to ask Ben to help clean out the attic for the arrival of the baby (which is due to be born any moment). They remnisce about their past, while playing "Parker Brothers" games, like "Battleship". Elsewhere, Seward Trainer finally finds out the identity of the "employer" and he says to himself that he has to warn Ben or Peter about him, but Seward dies when a new robotic Gaunt stops him from reaching Peter. At the Daily Grind is introduced to a new temporary waitress, Alison Mongrain. Mongrain got the job, when two waitresses never even showed up to work. At the Bugle, Ben Urich receives a letter from Liz Osborn asking him to meet her at the Bugle at 10 tonight, but Liz receives a letter from Urich asking her to meet her at the Bugle at 10. We also see secretary Glory Grant receiving a letter too. Also, we see the Daily Bugle hiring two repair men since the ones they had earlier had mysteriously quit. Osborn Industries and Multivex had recommended these two men to the Bugle. Elsewhere, MJ and aunt Anna called Peter and Ben to ask them to meet them at the Daily Grind, but someone intercepts the call.
Ben and Peter head off to meet MJ and Anna, but they run into a bunch of kids playing in the middle of a building that had been decimated by Onslaught. The kids are really cybernetic robots created by Gaunt who attack Ben and a Peter who's powers have not fully come back yet. At the Bugle, JJJ is mad that an emregency board meeting is being organised that very same night, JJJ storms out of his office and sees the two repair men working on the elevators, which happen to be "Out of Order". Flash receives an invitation to a Daily Bugle Haloween party, signed by "Anonymous". Betty receives a letter from "O", asking her to meet her at the Bugle for an inside story on City Hall. While all of this is happening, Mongrain is the waitress at the table where MJ and Anna are sitting at. Mongrain then proceeds to put some sort of drug in MJ's soup. MJ would start to go into painful labour. Anna "beeps" Peter, but Peter can't asnwer because he's in the middle of a fight with Gaunt who reveals that he truly is Spidey's old long thought dead foe, Mendel Stromm the Robot Master. Mary Jane is taken to the hospital to help save the baby in the delivery room. Back at the Bugle, one of the repair man opens a pumpkin and turns on the bomb inside it. After sendign Peter to the hospital, Ben all alone defeats the robots (including Stromm), but Ben's knocked unconscious by Stromm's boss, who preceeds to 'kill' Stromm. MJ finally gives birth to little baby May but instead of heraing her crying her lungs out, she hears nothing. The doctor informs her that the baby did not make it. The nurse, Alison Mongrain, leaves the delivery room and walks out of the hospital with a big laundry hamper-container. Mongrain meets a man at a harbour who wishes her to enjoy her well-deserved vacation to Europe. As Mongrain says goodbye, the man lights up his cigar to show none other than Norman Osborn. Peter rushes to the Hospital to look for his wife, and since he doesn't know about what happened to the baby, he is knocked out by the doctor who delivered the baby. When he wakes up, Peter is in his Spider-Man costume, and is laying down next to a standing Green Goblin. As Peter is gonna explain to the Green Goblin that he isn't the real thing, Norman brings out from the shadow, Ben Reilly all bloody and beaten. Norman revales to Peter, that all of the "Ben is the real thing" was a sham, that he, Norman, orchestrated all of these events and wanted to destroy everything that Peter had ever lived for. Then he reveals that he took care of their baby, siumply to even the score for him "taking out Norman's son." Norman also locked-up all of Peter's friends at the Bugle, where they are all gonna die. At the Halloween party, everyone is there from JJJ, Flash, Robbie, Glory Grant, Betty Brant Leeds, Angela Yin, Ben Urich, reporter Ken Ellis, Liz Osborn and her new boyfriend Foggy All the people at the Bugle party find out that the phones are dead, as well are the elevators and the fire escape door is locked up. The Goblin takes Peter to the Bugle where he abuses Liz Osborn for destroying his son. Ben, wakes up from his sleep, and tries to reach the Bugle in time. Peter fights off the drugs and goes to fight the Goblin. Ben goes to help "his" friend escape from the Bugle. So he breaks open the door and finds all the pumpkin bombs and puts them in one bag and decides to blow up Osborn's building. Peter and the Goblin are fighting during all of this. Norman controls his goblin glider and "commands it" to impale Peter, but his Spider-sense doesn't pick it up. Ben, seeing what is going to happen, goes in the way and saves Peter's life. Ben falls from the top of the building. But Peter gives the Goblin the bag with the bombs as he too falls when the bag exploes. A dying Ben Reilly tells Peter to continue on the Spider-Man legacy. but right afterwards, he turns into dust, thus proving that Peter is the true and original Peter Parker. Later, Peter goes to the hospital again, this time he meets with MJ. Peter tells MJ that they'll get through the pain and tears and their love will be stronger and they'll face all their tomorrow's together as husband and wife. Peter and Mary Jane look over the Brooklyn Bridge as the sun rising and ending that fateful day. Ends with : Peter Parker : Spider-Man # 75 : Written by Howard Mackie and Drawn John Romita Junior