Main characters in season 3 onwards of Spectacular Spider-Man.
Spider-Man/Peter Parker - Shortly after the apparent death of the Green Goblin, Peter confesses to Mary Jane that he doesn't feel right about going after Gwen with the emotional toils Harry's going through. He's also aware that if Harry goes back on the green, he might become the Green Goblin for real, so in a way, it's safer for Gwen to be with Harry. As Spider-Man, Peter then takes care of a few goons in high-tech armor who work for a new nameless crime boss that Spider-Man isn't aware of. Spider-Man then takes the armor off of the thugs and webs them up. Peter then arrives at ESU, beating Gwen there for once. Peter then got around it by claiming he walked to ESU really fast. He then tries to explain away his secretive nature with his job at the Bugle. When they run into Miles Warren, Peter privately agrees to the idea that Warren forced the Connors away. He then agrees with Gwen that Warren gives him the creeps, even going so far as to saying Osborn was nice compared to him. Peter then accidentally discovers a secret door and goes into it with Gwen. They then find a cryotube and clear the frost to discover a clone of Peter inside of it. Seeing no other alternative, Peter, believing Warren knows who he is, Peter releases the clone. Peter then tried to calm the clone down and explained to him that he was a clone. Seeing no other way, Peter then tells Gwen that he's Spider-Man, having been bitten by one of Dr. Connors spiders during the field trip last year. Peter then realized he would have to tell Aunt May too. He also explained to Gwen that he became a hero after Uncle Ben died. Peter then helps the clone, naming himself Ben Reilly, find some clothes to make an inconspicuous escape. He then assures Gwen and Ben that they'd be fine if they ran into Warren since he'd have to deal with two Spider-Men and Gwen. As they walked home, Peter worried about what he'd say to Aunt May when she saw two Peters. Peter then asked what was wrong with Ben when he became very tense suddenly. Peter then arrived home, and with Ben, Peter explained that he was Spider-Man, and Aunt May revealed that she had already known ever since she saw Peter's first Bugle picture. He then explained that the other Peter was his clone. At high school, Peter introduced Ben as his cousin. Peter then "introduced" Ben to Sally. After Ben turned down a pseudo-date with Liz, Peter pretended to show Ben around to explain that he had to be careful. Peter then accidentally switched the story to Ben being a half-brother when talked to by Mary Jane and that they had just met. When Harry commented on how Peter had called Ben his cousin earlier, Peter was stuck until George helped him out. He then accepted Harry's comment that his family was more messed up than Harry's. During the drawing for a new ride along, Peter ended up partnered with Mary Jane. When a new supervillain called the Jackal attacked a bank, Peter used Mary Jane's excuse, taking pictures for the Bugle, to change into Spider-Man and confront him. Spider-Man then asked what Jackal wanted and learned that Jackal believed Spider-Man stole something from him. When Ben, in a thrown together superhero outfit, arrived, Spider-Man realized that the Jackal was Miles Warren. Spider-Man then displayed disgust that Jackal voluntarily did this to himself. Spider-Man then realized that Warren definitely knew that he was Peter Parker, and he asked for some held from Ben, who he called the Scandiferous Skier-Dude. Spider-Man then webbed Jackal up after Ben kicked him down, and when Jackal claimed he needed Ben, Spider-Man remarked that he sounded a little gay. Spider-Man then confirmed to Captain Stacy that Jackal was Miles Warren. Once Harry and Gwen arrived with Gene Cleanser to return Warren to normal, Spider-Man tried to talk to Harry, but he refused to listen. After that, Peter returned to Mary Jane and Sally, claiming he was simply taking pictures. When he learned about a hiding cover story Mary Jane made, he wondered if Mary Jane knew he was Spider-Man. A short time after the fight with the Jackal, Spider-Man worked with Scarlet Spider to defeat Mysterio. When Scarlet Spider asked if his name sounded feminine, Spider-Man made an excuse that they had to head home. At home, Peter learned that Aunt May had signed up for an Adopt-a-Con program. Peter also assured Ben that Scarlet Spider then the first name Peter considered after getting bit by the spider, Human Spider. Peter then promised to hurry back from school. Peter then began a conversation about Spider-Man's fight with Mysterio until Harry stormed off, which Peter commented made things awkward. Peter was then encouraged to audition for the school play by Mary Jane and Ben. Peter then insisted that he and Mary Jane were just friends when Ben pointed our that Mary Jane was into Peter. At home, Peter told Ben to shut up and groaned at Aunt May winking at Ben, which also prompted him to admit that he missed those kind of moments. Peter then learned that the con who would be staying at their house for a few weeks was Quentin Beck, Mysterio. After that, Spider-Man and Scarlet Spider swung around when they suddenly ran into a Venom that only roared and set off their Spider Sense. Spider-Man then kicked the fake Venom to reveal a robot. Spider-Man then figured that it was either made by Tinkerer or Beck, believing Beck. At home, Peter relayed the information to Beck, but figured he may not be involved due to his apparently genuine surprise. When Peter heard that they were getting lobster, he remembered how it was last made when Peter's parents died, and May and Ben officially adopted him. Peter then learned that he got the part of Lindsey at the school play of Auntie Mame. He also liked that role as it wasn't too big or too small. At school the next day, Peter congratulated Mary Jane on getting the part of Mame. Peter then talked to a much friendlier than before Harry, and he learned that both Harry and Sally ended up with parts. Following that, Peter explained the plot of Auntie Mame to Ben. Peter then thanked Gwen for congratulating them. Peter then called Mary Jane's comment of Beck trying to get into heaven a surprising way to pick on an ex-con. Peter then learned about the read through after school and was told by Ben that he'd handle Spidey duty that night. During the rehearsals, Peter began to tell Mary Jane something when he was interrupted by the arrival of the others and simply said that he thought Mary Jane was a good actress. While he was trying out a costume, Peter agreed to talk to Mary Jane after rehearsal. After the rehearsal, Peter learns that Mary Jane knows he's Spider-Man, and they end up kissing before deciding to go out. Later, while he's swinging around with Scarlet Spider, admitting that Scarlet Spider was right about MJ liking him and stating they'd be going out Saturday, Spider-Man ran into Electro. Spider-Man then taunted Electro by calling him Maxie, which only makes him angry. Electro then fries Spider-Man and Scarlet Spider. Spider-Man is then taken to the Weapon X base at Alkali Lake. At the base, Spider-Man greeted Thornton as baldy before Weapon X straps Peter down and takes DNA from him. Spider-Man then asks what the creature in the test tube is and learns that Weapon X took his DNA and accelerated the spider portion to a Man-Spider. Spider-Man then asked what their plan was at the request of Deadpool. Spider-Man also disagreed with the idea that Man-Spider was cool. Shortly after this, Spider-Man is informed by Stryker and Deadpool that they took his mask off and know that he's Peter Parker and called Deadpool nasty for a lude joke. When he met Sabertooth, Spider-Man joked that he needed a shave and commented that Lady Deathstrike's sadist nature isn't very lady-like. Spider-Man is released when the X-Men and Scarlet Spider arrived. When Man-Spider was released and webbed up Spider-Man's feet, Spider-Man escaped by webbing Scarlet Spider in the eyes. Once Electro attacks and Liger's knocked out, Spider-Man commented on how that attack had to hurt. After Electro's stopped, Spider-Man is taken back to New York with Scarlet Spider, and a now human Electro. After seeing Beck's head fall off, he rushed to tell Ben only to learn that Ben had already dealt with Mysterio. They then engaged in an argument about Peter not pulling his weight because of his relationship with MJ, prompting Peter to ask if Ben gained a backbone from Wolverine. He then wondered about Ben's actions. Peter later talked about Ben's different attitude with Gwen and Mary Jane at school the next day. Peter then questioned Ben changing his hero name to Black Spider before saying he didn't have a problem with it. Peter then admitted to Mary Jane that Ben's actions were too familiar for him and talked to her about how when he acted like that, he was being influenced by the Symbiote. He then told Mary Jane about pouring Gene Cleanser into Venom's mouth to purge his DNA from the Symbiote, leading to it needing Ben for a recharge. He then admitted that getting the suit off of Ben will be easy compared to stopping it from returning to Eddie. At the Bugle, Peter went to the Daily Bugle when he saw that the New Enforcers were attacking the place looking for him. Peter changed into Spider-Man and called Ben for backup. Spider-Man then confronted the New Enforcers and asked if they knew who the new big man was. Spider-Man's then knocked out of the building by Shocker's pulses and saves himself with a web parachute. When Black Spider arrived, Spider-Man knew for sure that Scarlet Spider had the Symbiote. He explained to Gwen in a nutshell how the Symbiote worked and tried to stop her from going to Scarlet Spider. After Black Spider hits Gwen and webs off, Spider-Man calls for him. Back at home, Peter offered Aunt May his help in cooking. He then admitted to Aunt May how he was worried about Ben but then worried about Aunt May when she began to get weak and fainted. Peter then called the hospital for help. As Aunt May was in the hospital, Peter fell asleep by her bed. Peter then went to school with Ben and stopped Gwen from going after Ben when he stormed off, believing he knew where Ben was going. After school, Peter waited for Black Spider to web off before calling Robbie and saying he wouldn't be in that day due to family issues, which worked given that Rand had told him about Aunt May. Peter then changed into his Spider-Man outfit just as Mary Jane arrived and offered to take his civvies home for him, noting how eerily convenient that was. Peter then kissed MJ, telling her he loved her and thanking her for all the times she'd helped him. Spider-Man then webbed off to a bank as Black Cat arrived. Spider-Man asked for Felicia's help, Spider-Man explained that Walter Hardy's life was in danger. The two then went off to the vault. The two arrived just as Black Spider held Hardy up by his neck as Spider-Man shouted for Ben to stop. Peter then took his mask off and tried to convince Ben that it wasn't him, it was the Symbiote. Peter rebuked Black Spider's defense when he noted how Ben was referring to himself in the plural. When Ben began to come to his senses, Peter tried to help him get the Symbiote off by banging a cup against the bars of Hardy's cell, but Black Spider webbed up Peter, Black Cat, and Hardy as Ben was trapped in a Symbiote cocoon. Peter's transformation into Spider-Man was then used on Ben to try and get him to accept the Symbiote completely. As Ben's about to give in, the memory of Peter joined the spirit of Uncle Ben in stopping Ben from accepting the Symbiote. Peter then admitted that the Symbiote was right that his actions took Uncle Ben from them, Peter and Ben, not the Symbiote and Ben. Peter's decision to spare Hardy's life and his adventures as Spider-Man were then used by Uncle Ben to help Ben realize that having his memories helped Ben's early career soar, so that he didn't fumble, reminding Ben of all the saves he himself made. When Ben decided against joining the Symbiote, Peter asked if he could help. Spider-Man then gave Scarlet Spider cover while he battled the Symbiote. When Scarlet Spider is captured by the Symbiote, Spider-Man and the others help pull Ben out. In reality, Peter's freed once Ben refuses bonding with the suit and forces the Symbiote off by banging a bar on the cell. Peter then called out for the Symbiote to be caught as he and Scarlet Spider tried to web up the Symbiote but failed. Peter then noted that they both knew this meant the return of Venom. Peter then admitted that he wouldn't have it any other way than to work with Ben. Peter then admitted he was Ben Parker's nephew to Hardy. When Peter learned that Ben's murder was a complete accident, Peter finally forgave Hardy for the death of Uncle Ben. Outside the vault, Peter turned down Black Cat's advances as he was with Mary Jane. Peter then agreed with Ben that getting a first kiss from Black Cat was awesome. At the hospital when Aunt May awoke, Peter asked Aunt May if her heart was alright, which it was. Very soon afterwards, Peter was in an extremely good mood, publicly dancing with Mary Jane, because of the fact that Aunt May checked out with a clean bill of health, and the hospital bill was paid by Captain Stacy and Mary Jane's aunt, and an upcoming increase in freetime with Mary Jane. Peter also advises Mary Jane to call him and Ben if she sees Eddie as it had been a week since he broke out. While they were swinging around, Spider-Man decided to patrol until 9:30 for Aunt May's sake. Spider-Man then believes he saw Venom until he swings back. Spider-Man then mused how while they're private lives were going great, the possibility of facing Venom was making them jumpy. Spider-Man then called Aunt May and told her they were heading home. At home, Peter also notes how easier his life has been since Aunt May found out his secret. As Peter and Ben notice Aunt May sleeping, they realize that Eddie is there. Peter then refused to fight Eddie in the house, as he didn't want to shock Aunt May awake which Eddie agreed to. The three then fought each other outside. The fight didn't go well as Spider-Man got clotheslined by Venom and then got pulled to Venom when he tried to web him up, resulting in a bear hug from Venom. He was saved by Scarlet Spider just before Venom disappears. Inside, as Aunt May woke up, Peter explained that they ran into Venom. Aunt May and Ben then let Peter sleep considering the fight with Venom. Peter then came down to a hug from Mary Jane, stating he was just a little more tired than usual. They then saw a televised message from Venom on a web to come face him. Peter accepted, asking Mary Jane and Gwen to stay with Aunt May to look after her. Spider-Man and Scarlet Spider arrive, not doing any better against Venom than last time. Eventually, they land a double click. Remembering the Symbiote's aversion to sonic waves, he borrows Captain Stacy's bull horn and shouts into it, making the Symbiote separate from Venom, with it then getting webbed up by Scarlet Spider. Spider-Man then tried to comfort the panicing Eddie. Afterwards, Peter confirms that Gwen was giving someone the look based on a remark by Mary Jane. That night, Peter left with Mary Jane to watch a new movie and told Aunt May they'd be back by ten. After the Venom incident, Peter tries to give Jameson some nature pics before breaking down and handing Jameson pics from the fight with Venom. After that, he gets a job taking pictures at a party for John Jameson and manages to get to bring Mary Jane with him. He also sells the nature pics anyway. Peter then told Mary Jane the news and also seems surprised by Mary Jane's eagerness to take him home. It turns out that the family throws Peter a surprise party that he completely forgot about. He then talks to Harry and learns about Jason Phillips, the new head of OsCorp. He also defends his not calling Harry as being busy. After the party, Peter informs Aunt May about the party and also asks if Aunt May's alright since she's been so quiet. The next day, Peter swings around the city on patrol when he remembers the events that lead to Uncle Ben's death. He decided to face Crusher Hogan as Spider-Man to get money for Uncle Ben and Aunt May when Ben decided to drive him over. He then goes over how he beat Hogan, how Edwards cheated him, and how he let Walter go, which lead to Uncle Ben accidentally getting shot, and him realizing it was his fault. As he goes over this, his powers suddenly give out for a second. At the party that evening, Peter took pictures on Jameson's cue while also spending time with Mary Jane. He notices Harry and goes to talk to him, Peter learns that Harry and Gwen broke up and tries to calm Harry down as he goes through a rant about Spider-Man. This leads to Peter getting punched. Peter manages to have fun again with Mary Jane and snaps a few pictures when John Jameson comes down. He also introduces Mary Jane to John. Just then, the party's interrupted by the arrival of a new goblin. The Hobgoblin. Peter then has Mary Jane leave. He then changes into Spider-Man and confronts Hobgoblin. During the fight, Peter wondered if the Goblin was Harry and saves Mary Jane from a chandelier. Spider-Man then thanks John for helping with the evacuation. Spider-Man then told Aunt May about the situation, which resulting in Scarlet Spider arriving to help. After beating the Hobgoblin, he blasts Ben down as Spider-Man grabs him. They then realize that Hobgoblin disappeared in the confusion. Peter then met with Mary Jane outside and asked if she was alright, which she was. He then gives some pictures to Jameson for the paper. Peter then gets home and assures Aunt May that he's alright, and he then lies on his bed and wonders about the Hobgoblin.
Scarlet Spider/Ben Reilly - A clone of Peter that was created by Miles Warren after discovering the spider DNA in Peter's blood sample and realizing Peter Parker was Spider-Man. The clone was then freed by Peter when he found him with Gwen. The clone had all of Peter's memories up to Osborn's funeral. The clone was then shocked to find out he was the clone. The clone then managed to accept it and wondered what Aunt May would do when he arrived with Peter. He then confirmed Peter's explanation to Gwen of his origin. The clone then named himself Ben Reilly after Uncle Ben and Aunt May's maiden name. After getting some clothes and preparing to leave, Ben believes Peter jinxed them them by saying that he hoped they could escape the lab before Warren arrived. On the way home, Ben believed that Peter would be saying hello the the 9pm curfew again. Ben suddenly believed he heard laughter but then simply shrugged it off as nerves. When Ben arrived at the house, where Aunt May revealed that she already knew. He then revealed his name to be Ben Reilly, asking for Aunt May's permission to use her last name. He then thanked Aunt May for suggesting cover, and asked permission to do something with his hair to help with originality. At high school, Ben arrived with short blond hair. Ben then said hello to Mary Jane on his first day at school. He then pretended not to know Sally when she shrieked. Ben then nervously greeted Liz Allen and turned down her offer to be shown around by her due to having memories of when she went out with Peter. He then groaned about his ears when Sally shrieked again. Ben then admitted that he needed to be more careful. Ben then accidentally changed his cover story when he called himself Peter's half-brother on his mother's side. During a drawing for a new ride-along, Ben ended up with Gwen. Ben then remarked that this was awkward and agreed with her to get the ride-along done with. He then admitted to Sally that he dyed his hair. When Peter left to fight a new enemy called the Jackal, Ben made a cover about going to the bathroom before buying a ski mask, goggles, and a vest with a spider on it to help Peter. When Ben arrived, he said he was someone very close to Spider-Man to covertly reveal who he was to Spider-Man. When Ben's called Jackal's property, Ben exclaims disgust that Miles Warren turned himself into that on purpose. When Spider-Man webbed Jackal, Ben tried to clear the room of civilians, including Mary Jane and Sally. Ben had to tell Sally to go twice before Mary Jane shoved her away. Ben then calls Spider-Man's suggested hero name, the Scandiferous Skier-Dude, mean. Ben then kicks Jackal down where Spider-Man webs him up. Once Jackal is taken away, turned back into Warren due to Gene Cleanser, Ben listens to Gwen's advise about a new costume. Ben later uses his bathroom cover again when Sally asks where Ben ahd been, adding he was with Peter when he was taking pictures but left to use the bathroom. At home, Ben tried to figure out a new costume idea when Aunt May volunteered her help. Ben then ends up with an all red version of Spider-Man's outfit with a blue sleeveless hoodie with a black spider on it. Calling himself Scarlet Spider, Ben takes care of a petty mugger. Scarlet Spider later helps Spider-Man beat up Mysterio. He also called him wimpy and weird. Scarlet Spider then takes offense when Mysterio says that Scarlet Spider's hero name sounds like a girl's. He then asks Captain Stacy if it sounds like a girl's name and is angered when Captain Stacy pretends to get a call from Gwen. When Scarlet Spider asks Spider-Man, he pretends that they have to get home. At home, when Ben asks Aunt May, she quickly changes the subject to the fact that she volunteered for the adopt-a-con program. The next day at school, Ben encouraged Peter to try out for the school play. He also teased Peter about how Mary Jane appears to like him. He continues teasing Peter until they go home, and Aunt May joins in. That night, after learning that Quinten Beck's going to be their new house guest, Spider-Man and Scarlet Spider runs into Venom. Scarlet Spider realizes that it's not Eddie since he set of their Spider-Sense and all it could say was, "Rah!" After they find out that the fake Venom is a robot, they both assume Beck until they see him at the house. Scarlet Spider then wonders if it's his costume that makes people think he's a girl. Ben then wonders what happened when Aunt May serves lobster. Ben then learns that Peter got the part in the play and promises to give Beck a recording. Back at school, Ben hears about several others getting parts in the play. After finding out what the play, Auntie Mame, was about, he also greets Gwen. Ben then tells Gwen that Beck's surprisingly nice. After Peter learns of a read through, Ben promises to go on Spider-duty for him. That night, Scarlet Spider's swinging around when what appears to be Green Goblin appears. Scarlet Spider is shocked by this until Goblin makes another crack about being a girl, and Scarlet Spider punches him to discover that it's another robot and smashes him. He then guesses that it was the Tinkerer. Scarlet Spider then arrives at an encyclopedia store, and meets what appears to be Mysterio. Scarlet Spider then tosses a pipe at Mysterio to find that it's another robot, and confirms that the Tinkerer was behind it. Scarlet Spider then kicks the Mysterio robot into a wall before Tinkerer arrives and explains he wanted to show off his work, with Scarlet Spider preparing to fight when Tinkerer calls up robotic versions of the Green Goblin, Dr. Octopus, Sandman, and Venom. Scarlet Spider then tosses the Venom robot at the Dr. Octopus robot. Scarlet Spider then dodges a pumpkin bomb from the Green Goblin robot that destroys the Sandman robot. Scarlet Spider then destroys the Green Goblin robot and knocks out Tinkerer to take him to jail. When Ben learned that Peter and Mary Jane had gotten together, Scarlet Spider joked about it while web swinging with Spider-Man. When Electro arrives, Scarlet Spider tries to fight him, but he only gets blasted in the foot and knocked out. He manages to recover in time to hear Electro say the name, Stryker. After fully recovering, Scarlet Spider goes to the X-Men for help. Scarlet Spider then explained how Electro kidnapped Spider-Man for Stryker. Before looking for Spider-Man, Scarlet Spider goggled Emma's outfit. Later, when Liger grumbled about making a deal with X-23, so she wouldn't go, Scarlet Spider guessed it was because he loved his little sister. Scarlet Spider then told Liger to shut up when he joked about his name sounding feminine. Scarlet Spider and Liger then agreed to stop fighting when Kayla threatened to separate them like children. Scarlet Spider later asked if Iceman was airsick as he was vomiting on the ground. Outside the base, Scarlet Spider asked how they were going to get inside and was awed when Cyclops blew the door down. After invading Weapon X, Scarlet Spider ended up knocking a guard on the head with his own riffle. Scarlet Spider was confused by Deadpool's banter when he arrived and called Liger sick when he cut Deadpool's head off. When Deadpool's head still talked, Scarlet Spider gasped and tossed it away. At the base, during a confrontation with the Man-Spider, Scarlet Spider gets the Man-Spider's attention by calling him fang boy. As it charged at him, Scarlet Spider used his compact webbing to encase Man-Spider in an unbreakable cocoon. Scarlet Spider then claimed they had won before Electro returned. After Wolverine and Cyclops dealt with Electro, Scarlet Spider and Spider-Man are taken back to New York with Electro. While on patrol, Scarlet Spider grumbled about being lower than Peter on the social ladder at school and having everyone think he was a girl. When he faced Mysterio, Scarlet Spider assumed he was another Tinkerer robot until he kicked him and felt flesh. Scarlet Spider then pulled Mysterio's helmet off to reveal Beck. Scarlet Spider then got agitated when Mysterio called him Missy and gets kicked into the sewer where he lands on the Symbiote which quickly attaches to him and turns Ben into the Black Spider. Black Spider then easily webs up Beck and knocks him out with a punch to the head, claiming Peter's time in the sun was over. Ben then returned home and told Peter that Beck was in jail and started an argument with Peter about not pulling his weight since he started dating Mary Jane. Ben then defended his actions by saying he developed a backbone before going inside. At school, Ben only got angrier as he looked at Peter talking to Gwen and Mary Jane, calling Peter a lady's man. He also believes he's strong enough to handle the Symbiote as he still refers to himself in the singular. Ben then asks what Gwen wants when she goes up to him, and he insists that he doesn't need Gwen's help, telling her he's changed his hero identity to the Black Spider and asked Spider-Man if he had a problem with it. That day, Ben sat alone and isolated from everyone else. After school, Ben got a call from Spider-Man about needing help against the New Enforcers at the Bugle. Ben then left, telling Aunt May he was going to beat up the New Enforcers. Black Spider arrived at the Bugle and tells Spider-Man to leave fighting to the big boys. Black Spider then kicks Ox into a wall. He also webs Ricochet's feet to the ground and withstands Shockers attacks, saying they tickled. Black Spider then grabs Shocker by the neck and begins punching him. When Gwen tries to stop him, Black Spider slaps her to the ground before realizing what he'd done and webs off. At a gargoyle, Black Spider thinks about how he nearly killed Shocker and hurt Gwen as he wonders what the suit's doing to him. At home, Ben figured he could get it off later before going downstairs and seeing Aunt May unconscious on the ground while Peter called the hospital. As Aunt May slept in the hospital, Ben got an illusion put in his head where he actually saw Uncle Ben die. Ben then blamed Hardy for starting all this. At school the next morning, Ben planned to ditch Peter after school, so that he could kill Hardy without interference from Peter. When Gwen said she wished there was something she and the others could do, Ben snapped that there wasn't anything any of them could do. After school, Black Spider went to the Vault and confronted Hardy, grabbing him by the neck. When Peter arrived with Black Cat, Black Spider told Peter to back off as he knew what he was doing. After Black Cat pointed out that as a good guy, he couldn't kill Hardy, Ben asked why when he had the power, prompting him to remember Uncle Ben's words, with great power comes great responsibility. Ben tries to get the suit off as Black Spider refuses, saying the suit is Ben's only chance to make a name for himself. Ben's then cocooned in the Symbiote and relives the events that turned Peter into Spider-Man. At first, Ben hoped to avoid the accident and live in a world where there wasn't a Spider-Man to mess up Peter Parker's life. However, that fails, and he quickly continues reliving Spider-Man's origins until he recognizes Walter Hardy, asking himself what had he done. Black Spider then tells Ben that it was Peter's fault. Black Spider also suggested bringing Hardy to justice and getting paid by the police to bring in criminals, getting everything Ben had wanted as part of Peter and an individual. As Ben weakens, he's stopped from joining the Symbiote by the memories of Uncle Ben and Peter. Ben then relives when Uncle Ben told Peter how great power came with great responsibility. Black Spider admitted they were pretty words but pointed out that the words were told to Peter, and Peter let Hardy go down the elevator and shoot Uncle Ben when he stole his car. Black Spider's then pulled back by Peter as Uncle Ben has Ben relive when Spider-Man spared Hardy and relived all of Spider-Man's saves. Black Spider countered with the fact that those were Peter's saves. Peter then has Ben relives all the saves he himself had made since, having Peter's memories, he managed not to stumble once as a hero. Black Spider tried to use the idea that Peter was simply having them do all the hard work while Peter necked with MJ, which Uncle Ben discouraged by having Ben relive all the times he and Peter had worked together. Black Spider begins to lose his influence, with slimy tendrils begin to appear on him. Symbiote Black Spider tried to restrengthen himself by telling Ben that they were alone when the memories of Gwen, Mary Jane, Liz, and Harry appeared. Finally understanding that he wasn't alone, and that he was his own person instead of just a copy of Peter, Ben refused to become one with the Symbiote, prompting Symbiote Black Spider to attack. Scarlet Spider then worked with the memories of Spider-Man to attack the Symbiote, but Scarlet Spider got captured by the Symbiote before he was once again saved by the memories of his friends and family, jokingly referencing Harry Potter by saying he struggled because he had something worth struggling for. With all his emotional strength, Scarlet Spider said good-bye to the Symbiote, calling it a mademoiselle, and finally forcing himself out of the cocoon. Ben then clanged a bar on Hardy's cell to drive the Symbiote off, but he and Peter failed to catch it. This led Ben to believe they would soon face Venom again, but he took comfort int eh fact that he and Peter could stop him. After Peter had finally forgiven Hardy, Scarlet Spider suggested escaping before their toughest foes found out they were there. Ben then got his first actual kiss from Black Cat, which he admitted was awesome, before going to the hospital. Ben then apologized for what he had done and asked if Gwen had forgiven him. Gwen said of course and hugged Ben. When Aunt May woke up and revealed it was just a bad dizzy spell, Ben said he didn't know what he and Peter would do without her, thanking Aunt May when she pointed out they'd have their friends to help them. Ben also thanked Uncle Ben for his support. A week later, Ben was estatic over Aunt May's recovery. During patrol, Scarlet Spider notes how he and Spider-Man are getting jumpy when they both think they saw Venom. At home, Ben agreed that Aunt May knowing made family life easier too when they saw her sleeping and realized Eddie was there. When Ben hears new philosophy, he translates into the fact that Eddie will kill anyone who so much as litters. During a fight outside, Scarlet Spider gets clothelined by Venom, but he manages to catch Venom off guard and save Spider-Man while Venom retreats. Ben then let Peter rest up for a bit the next morning until he came diown. Upon seeing a challenge by Venom on TV, Scarlet Spider joins Spider-Man in the fight, not doing much better aside from a double kick to his face. Scarlet Spider notes how they're going all out while Venom's barely trying when Spider-Man uses a bull horn to seperate the suit. Scarlet Spider then webs it up and throws it in a garbage dump. Ben then had a nice chat with the gang at home. That night, while Peter and Mary Jane were out, George and Gwen came over for a visit, and Ben was shocked to discover that Stacy knew that Peter was Spider-Man. A week after the fight with Venom, Ben helped celebrate Peter's birthday. That night, as Ben was relaxing at home, Gwen arrived and explained that she and Harry had broken up. Ben offered his condolences, and he gently refuses a relationship with her as he's afraid of what his and Peter's enemies would do if they found out about her. When Ben heard that Spider-Man was fighting a guy named Hobgoblin, Ben changes into Scarlet Spider and joins in fighting him. They have the upper hand until Hobgoblin tosses razor bats, and Scarlet Spider nearly falls before Spider-Man saves him. This results in Hobgoblin escaping.
Harry Osborn - Using guilt to keep Gwen on his side, Harry is still bitter at Spider-Man for the supposed death of his father and still friends with Peter. Harry later met Peter's clone, Ben, and believed him to be a cousin. Harry then pointed this out when Ben claimed to be Peter's half-brother instead, which Peter got around thanks to Captain Stacy. During a drawing for another ride-along, Harry picked out Gwen. When Spider-Man and a new spider-hero began fighting a new villain called the Jackal, Harry went with Gwen to ESU and got some Gene Cleanser, which they gave to George who poured it into Jackal's mouth to turn him back into Miles Warren. When Spider-Man tried to talk to the others, Harry told Spider-Man to just go. Harry then taunted Peter about how he had fun watching Spider-Man beat Mysterio and just grunts when Gwen tells him to stop. Harry later got the part of Beauregard Jackson Picket Burnside in the school's production of Auntie Mame, which cheered him up. He then talked with Peter about how Spider-Man had fought a mechanical Venom. At school, Harry questioned Gwen wanting to help a solitary Ben as Harry believed he seemed not to want to be bothered. Harry also protested Gwen's idea that Ben wasn't being himself since they only knew him for a month. The next day, Harry met up with Peter and Ben to show his emotional support when Aunt May was admitted to the hospital. When Ben began fighting the Symbiote, memories of Harry helped Ben realize he wasn't alone. Harry then noted to Black Spider that he needed to work on not stirring up the memories of loved ones and helped Scarlet Spider when the Symbiote tried to forcibly bond with him. In reality, when he went to visit Aunt May, Harry saw Gwen and Ben hug before he silently closed the door without anyone noticing he was there. A short time later, Hsrry comes to Peter's birthday party and turns it into a talk about Spider-Man before heading out. At a party for John Jameson, Harry goes to Peter and reveals he broke up with Gwen because of the hug and various other things. Harry then punches Peter for defending Spider-Man as well as the Gwen incident. He then leaves.
Liz Allen - When Peter's cousin Ben first arrived at Midtown High, Liz introduced herself and offered to show him around as a pseudo date, Ben turned her down, claiming that Peter had already volunteered, and that he felt it'd be awkward. Liz later got the part of Vera in the school's production of Auntie Mame. A few days later, Liz met up with Peter and Ben to show her emotional support when Aunt May was admitted to the hospital. When Ben began fighting the Symbiote, memories of Liz helped Ben realize he wasn't alone.
Gwen Stacy - Guilted into remaining Harry Osborn's girlfriend for fear of him going back to the green, Gwen questioned how Peter beat her to the ESU building that day and disbelieved his story that he walked since he lives farther away than her. She then admitted that she believed Peter had been very secretive since the field trip and disbelieved the idea that Peter was secretive because of the Bugle since it took place after he became secretive. When Warren allows them to just look around and leave, Gwen comments that Warren gives her the creeps. She also agrees that he's even creepier than Osborn. Gwen then discovers a secret door with Peter and asks what's down there. She's then shocked to discover that a cryotube holds a clone of Peter, complete with Peter's memories. Gwen then learns that Peter is Spider-Man, due to the spider bite he got at the field trip. She then learned that Peter decided to become a hero because of Uncle Ben's death. Gwen then called it amazing and questioned Ben's choice in the last name Reilly until he explained that it was Aunt May's middle name. On the way home, Gwen said that she was sure Peter's Aunt May would understand Peter being Spider-Man. The next day at school, during a drawing for a ride-along, Gwen ended up with Harry. When a new villain called the Jackal began fighting Spider-Man and Ben, Gwen took Harry to ESU to get Gene Cleanser. She then gave it to her father who poured it in the Jackal's mouth to turn him back into Miles Warren. Gwen then commented, covertly, that Ben needed a new costume. Shortly afterwards. when Harry was badgering Peter following Spider-Man's fight with Mysterio, Gwen told Harry to give it a rest. The next day, Gwen congratulated Peter, Ben, Harry, and Mary Jane for getting parts in the school play. She also asked about Peter and Ben's current house guest, Quentin Beck. A few weeks later, Gwen was told by Peter about how Ben was acting oddly. Gwen then approached Ben and explained how she, Peter, and Mary Jane were worried about him. When Ben said he didn't need her help, Gwen pointed out that everyone, even Scarlet Spider, needed help. As the day went on, Gwen told Harry how she thought they should talk to Ben since he wasn't acting like himself. During a fight at the Bugle, Gwen learned from Spider-Man how the alien lifeform, the Symbiote, was controlling Ben. When Black Spider was continually punching Shocker, Gwen rushed up and tried to get Black Spider to stop before Black Spider shoved Gwen down before she looked up at him and asked Ben what was happening to him. Gwen later led a group of friends to show emotional support for Peter and Ben when Aunt May was admitted to the hospital, and Gwen asked if she could help. When Ben refused and goes off, Gwen is about to go after him when she's stopped by Peter. After Spider-Man left to shadow Black Spider, Gwen asked Mary Jane if she was okay before admitting that she wasn't. Gwen then assured Mary Jane that she wasn't a rebound for Peter, and that Peter loved her. Gwen also asked if Mary Jane always liked playing matchmaker when Mary Jane told Gwen that Ben liked her. A memory of Gwen from the field trip was used by the Symbiote to try and convince Ben to join him. When Ben began fighting the Symbiote, memories of Gwen, stirred up by Peter and Uncle Ben, helped Ben realize he wasn't alone. Memories of Gwen also saved Scarlet Spider from being forcibly bonded to the Symbiote. In reality, Gwen watched Aunt May with Mary Jane. When Ben and Peter arrived, Gwen accepted Ben's apology and hugged him. After a fight with the returned Venom, Gwen was at the Parker home to help and was still surprised that Eddie could be capable of such things, even if he was mad at Peter. When Peter came down, Gwen suggested watching TV to calm their nerves when they saw a challenge from Venom on it. Gwen then gives the look when Peter and Ben head off to face him, denying doing so afterwards. When the boys return after stopping Venom, they join the argument with Gwen remarking that some things never change. That night, Gwen and her dad arrive to hang out and learns that her father knows who Spider-Man is. A week after the fight with Venom, Gwen celebrates Peter's birthday party. Shortly after that, Harry breaks up with Gwen. She goes to Ben and tells him. She then tries to hook up with Ben, but he says that he can't out of concern for her safety, which doesn't sit well with her.
Mary Jane Watson - Mary Jane asked Peter if he was alright shortly after Harry and Gwen remained together. She then assured Peter that he'd be okay and wished Peter would tell her what he's really thinking. The next day at school, Mary Jane met Peter's supposed cousin, Ben. When she requestioned how Ben was related to Peter, Ben accidentally switched stories to being Peter's half-brother. Peter ended up going along with this when Mary Jane asked why Peter never mentioned him before. During a drawing for a new ride-along, Mary Jane ended up going with Peter. During an attack by a new villain called the Jackal, Mary Jane helped give Spider-Man the cover he needed by asking if Peter should get some pictures. When she and Sally, who had partnered with Ben, got close to see the action, Mary Jane covered for Peter by claiming that Peter hid himself to take pictures of Spidey, so he wouldn't interfere with anything. She then added that she expected Sally to believe it. When Ben ordered Sally and Mary Jane to get back, Mary Jane had to pull Sally away. Mary Jane then helped cover for Peter again when he and Ben returned. Mary Jane later told Peter that there were auditions for a new play that day and had Peter go with her. Mary Jane then got the titular part of Auntie Mame. Mary Jane then congratulated Peter on getting the part of Lindsey before joking about how Quinten Beck might be trying to get into heaven by behaving himself. At the read through, before the others arrive, Mary Jane was about to tell Peter something, but she stopped when the others arrived. After this, Mary Jane brooded over how first she liked Liz's brother and now didn't mind being Peter's apparent rebound. Mary Jane then said that Peter looked good in his costume and said that she wanted to tell him something after rehearsal. After the rehearsal, Mary Jane confessed that she'd always known that Peter was Spider-Man and admitted that she liked him. The two then kissed and became a couple. A few weeks later, Peter told Mary Jane how Ben was acting oddly. Mary Jane then learned that Peter's suspicions stemmed from an alien suit called the Symbiote that Peter wore just before Thanksgiving, and Mary Jane understands that Spider-Man believes Ben has it. During a fight at the Bugle, Mary Jane rushed up to ask Spider-Man what was wrong. Mary Jane went with Gwen and several others to show support for Peter and Ben when Aunt May was admitted into the hospital. When Peter changed out of his civvies to shadow Black Spider, Mary Jane showed up, claiming to have girlfriend's intuition and took Peter's clothes home for him. Mary Jane then kissed Spider-Man as he webbed off. Mary Jane also told Mary Jane that she wasn't alright and admitted that she believed she was just a rebound for Peter when Gwen assured her she wasn't. Mary Jane then told Gwen that Ben liked her as gratitude, admitting she liked playing matchmaker. When Ben decided to fight the Symbiote, memories of Mary Jane helped Ben realize he wasn't alone, telling the Symbiote Black Spider to shut up. Memories of Mary Jane also saved Scarlet Spider when the Symbiote tried to forcibly bond with him. In reality, Mary Jane waited in the hospital with Aunt May when Peter and Ben returned. A week later, Mary Jane's caught off guard by Peter's energetic and cheerful attitude, but is brought back to reality when Peter makes her promise to call him and Ben if she sees Eddie, also promising to pass the message along to Gwen. The next day, Mary Jane is with the others after an attack from Venom and hugs Peter when he comes down. After a TV broadcast showing a message to Spider-Man and Scarlet Spider, Mary Jane is shocked by Peter and Ben's sudden disappearance and asks why Gwen is giving her the look. Mary Jane then double checks with Peter after the defeat of Venom. That night, Mary Jane and Gwen headed out to celebrate the defeat of Venom. A week after that, Mary Jane goes with Peter to the Planet and quickly leads him back home afterwards for his birthday party. The next day, she joins Peter at a party for John Jameson, and they dance for a bit before Peter goes to talk to Harry. After it ends with Harry puncing Peter, Mary Jane goes to him before Peter assures her he's okay. As they begin dancing again, Peter introduces Mary Jane to John. When Hobgoblin arrives, Peter tells her to leave as he faces him. However, Hobgoblin nearly causes a chandelier to fall on her when Spider-Man saves her. Mary Jane then helps John evacuate the building. After that, she meets up with Peter and assures him that she's okay.
Flash Thompson - Flash joined a group of students showing support to Peter and Ben after Aunt May was admitted to the hospital. A memory of Flash from the field trip was also used to try and weaken Ben's resolve against the Symbiote.
George Stacy - When Spider-Man captured a team of high-tech crooks, and George brought them in, George remarked that he was getting better. The next day, George helped settle down Peter's relationship story with Ben by saying that Peter called Ben his cousin instead of his half-brother by claiming he was embarrassed that his mom was with someone around the same time as his dad. George then held a drawing for a new ride-along due to popular request and took Ben and Sally in his squad car. Once Spider-Man and Ben, in a thrown together Spider-costume, had stopped Jackal, George asked if it was really Miles Warren which Spider-Man and Warren both confirmed. George then took some Gene Cleanser Gwen had brought and poured it into Jackal's mouth, turning him back into Warren. George then refused to let Warren reveal who Spider-Man was as it would put all his loved ones in danger and equate to attempted genocide. Captain Stacy later witnessed Spider-Man and Scarlet Spider handle Mysterio and had the men give him a physical to make sure it really was Beck. He then avoided Scarlet Spider's question about his name sounding feminine by claiming that his phone was ringing. George then explained to Aunt May that, when she volunteered for an adopt-a-con program, while Quentin Beck was there, she had to make sure that he didn't leave, and that he learned a trade. He then wished Peter good luck with the audition he had just done. Stacy was present during the fight between Spider-Man, Scarlet Spider, and Venom as Spider-Man borrowed his bull horn to separate the Symbiote from Eddie. Later that night, George showed up to hang out with the Parkers and told Ben to tell Peter, "Good thinking with the bull horn."
J. Jonah Jameson - After Spider-Man and Scarlet Spider's fight with Venom, Jameson is given some nature photos from Peter that he refuses in favor of a picture from the fight, making the headline, "Spider Battle Royale!" He then asks Peter to take a few pictures at a party for John Jameson after recovering from his mental problems for twenty bucks a pic. Jameson then takes the nature pictures for his wife. At the party, Jameson has Peter take a few pictures of him with several government officials. During the party, the Hobgoblin arrived, resulting in a fight with Spider-Man and John evacuating the place. Peter showed him the pics, and Jameson comes up with the headline, "Old enemies reconcile differences!"
Green Goblin/Norman Osborn - Robotic versions of the Green Goblin were used by Tinkerer to fight Scarlet Spider. When he first ran into Scarlet Spider, Green Goblin made fun of his name before he got punched and destroyed, having been revealed to be a machine. Another robot tried to destroy Scarlet Spider with pumpkin bombs at Tinkerer's lair, but he only ended up destroying a Sandman robot and then destroyed when Scarlet Spider pulled off his head.
Dr. Octopus/Otto Octavius - A Dr. Octopus robot was used by Tinkerer to fight Scarlet Spider when he invaded Tinkerer's lab. Scarlet Spider destroyed the robot by swinging him into the robotic Venom.
Venom/Eddie Brock - Venom robots was used by Tinkerer to fight Spider-Man and Scarlet Spider. Venom first attacked the two on the roof tops, and when Spider-Man destroyed it with a kick, it was found out to be a simple robot. Another Venom robot was then used by Tinkerer to fight Scarlet Spider in his lab, but Scarlet Spider destroyed the Venom robot by hitting it with a Dr. Octopus robot. In his cell, Eddie blamed Peter for being there. Eddie swore to show Peter after escaping and rejoining with the Symbiote and taking his place as a hero. When the Symbiote returned, Eddie immediately rejoined with it to revive the real Venom. Eddie then mat up with Peter and the others at Aunt May's house and assured them that he wouldn't hurt Aunt May as he had decided to replace Spider-Man and Scarlet Spider after he killed them. Venom clotheslined the two and pulled Spider-Man into a bone cracking bear hug with his own webbing. Scarlet Spider quickly knocked Venom aside, and he then retreated. The next morning, Venom made an announcement on black webbing for Spider-Man and Scarlet Spider to come to him. When they did, he quickly pounded on them again until a double kick from Scarlet Spider and Spider-Man. Spider-Man then used George Stacy's bull horn to separate the Symbiote from Eddie as Scarlet Spider webbed the Symbiote up and tossed it into a nearby dump, much to Eddie's objections. Eddie then searched the dump for the Symbiote.
Hobgoblin - This new Goblin crashed a party for John Jameson and ended up fighting Spider-Man. He distracted him during the fight by making a chandelier fall before Mary Jane and John Jameson evacuated the area. Hobgoblin then ended up fighting Scarlet Spider as well. After getting beaten by them, Hobgoblin eventually used Razor Bats to cut through the webbing, causing the two to get distracted saving themselves, as he escaped.