Ben Reilly: Spider-Man #2
Ben Reilly: Spider-Man
Venom and...Carnage...and...Brock? Oh My!
by Paul Hahn
Dedicated to all those Ben Reilly fans...
And to those who really, really hate clones.

The Daily Grind.

It's been a week since Pete's death. Mary Jane is still missing. Normie Osborn is still missing. Things aren't okay.

Anna and Jill are getting better. Jonah Jameson has given Robbie his job back...and Betty is trying to fill in for Peter's job.

Arthur Stacy has had no leads with Peter's death...but then again, I didn't expect him to find any.

Shirley gave me the job back at the Daily Grind. That's why I'm here now, serving the morning coffee to everyone. Me and Des? We're hitting it off great...we went on two dates already...and no interruptions with being Spider-Man!

I guess I've been lucky. Yeah, I told Cat I'd pick up the webs again...I mean, without Peter, I'm needed. But really, there hasn't been a huge need for me this past week. I am grateful for that. I'm trying to rebuild my life, not get sucked back into the super hero business.

I've only put the webs on to travel, pretty much. Sure, every now and then I'd see a robbery taking place and stop it, but nothing major. No Doc Ock. No Hobgoblin. No Rhino. It's great.

"How're you feelin' today, Buzz?" Ben asked as a man sat down in front of him at the counter.

"Oh, I'm good," Buzz answered, diving into his copy of the Daily Bugle. Ben put his coffee up next to him, the same as always. Buzz never changes. " that's interesting."

"What is?" Ben asked.

"There's been some Venom sightings in the area," Buzz continued. "But no one's dead, and there's been no super hero fights."

That's probably 'cause I haven't been doing a good job as Spider-Man. "I'm sure he's bound to do something sooner or later. He always does, doesn't he?"

"Ben," Shirley said. "I'd like you to meet Kelly, one of our new waitresses."

"Hiya," Ben smiled warmly.

"Hey," Kelly answered sweetly. Ben quickly noticed that she was a very attractive woman. Short brown hair, blue eyes, and a very good body.

"She's still new, so I'm hoping you can show her the ropes?" Shirley asked.

"I think I can handle that," Ben smiled.

"Thanks," Kelly replied. "I think I'm gonna like working here."

Once again in the tights, the new Spider-Man began web slinging across town.

'Oh, man, what I wouldn't give for some action right about now...' Ben thought as he swung around New York city. 'I had that waitress, Kelly, basically hanging off of my every word today at work...luckily Des didn't stop by.'

Swinging low, Ben spots a headline on an issue of the Daily Bugle, "Venom Sightings Confirmed by 5!". 'Venom is not someone I want to go up against...sure, I've never personally done it, but...he is one of Spider-Man's toughest foes. But if he did do something to Mary Jane, like Anna believes...then I'll take revenge.'

The cold streets of New York City.

A young woman walks hopelessly forward, block after block. She knows she can't go home. After what she did...after she killed her teacher, Mr. Beau, at ESU*. She didn't even know what her boyfriend would say. After all, the last time they talked all Brian Powel, jock extrodinare, wanted to do was get in her pants.

*[[See Astonishing Spider-Man #5 -- Man o' the Webs]]

First it was the Prime Sentinel trying to kill her*...she got lucky, though, when Spider-Man saved her. The robot called her a mutant...but she had no idea why! She wasn't a mutant...was she?

[[Astonishing Spider-Man #3 -- Book Keeper Paul]]

But then, she...her hand...the shake...she electrocuted her teacher by shaking his hand! What if she was some freak?

She had come home after school, going straight to her room. Later that night, police came by. Other students had heard Mr. Beau tell her to stay after class. She had to leave the house...she climbed out her window and ran from her suburban home to the city.

Now she's cold, tired, hungry and scared. She's not a city girl. She's not used to this.

What if...what if there's another crazy robot? Or what if a policeman recognizes me? I...I gotta get outta here...

Kari took a turn down an alley and began running. The light was so dim, she wasn't able to see the garbage can that blocked her path. Running as fast as she could, Kari collided with it and landed hard on the alley's surface.

She suddenly noticed the alley getting even darker...turning around, still on the ground, she noticed a man had stepped in front of the light cast by a nearby lamppost. He had a knife.

Fear ran rampant through her head. She was paralyzed with it. This is it...I...I'm dead...

Then the man collapsed forward, right next to her. There was an arrow in his back. Kari screamed and jumped aside.

"Easy, girl," a voice said. "Don't worry, he'll be fine...the arrow didn't even pierce the skin. It only let a small shock into his spine causing his body to 'shut down'. By the way, the name's Marksman. You look like you could use some help."

Another part of New York City.

Some people call him Giacomo Fortunato. Most people don't get a chance to learn from that mistake.

Anyone who has half a brain and is involved in the underworld (which, really, means you have next to no brain already!), calls him Jimmy Six.

Currently, the underworld doesn't much like him. He's been known to go out of his way to avoid violence in the mobs. Recent events have caused him to lose virtually all his support in the underworld. That leaves his situation rather grave.

The only ally Jimmy Six might possibly Spider-Man.

The Parker Residence. Er...former Parker residence?

Ben was staying there again, like he had every weekday night since his "return". Jill Stacy seemed to live there now, along side Peter and Mary Jane's Aunt Anna.

Through last week, Ben had done a good job of cleaning the house, putting it back together and in some sense of normalcy. He also made sure to bring anything that could tie Peter to Spider-Man over to his apartment.

Jill was still taking it rather hard. MJ was her best friend...but then, she seems to be crying more over Peter. Like there's some loss there that I can't even begin to fathom.

Anna had just gone up to sleep and Ben and Jill were sitting together on a sofa, watching the news.

"It's now been confirmed by six people in the suburbs surrounding New York, that Venom is in the area," a news reporter said. "But, police have been able to say that no confirmed Venom assaults have been identified. We can only keep our eyes open and hope for the best. Trish Tilby reporting."'s only a matter of time before we meet up. I'm off of work tomorrow...I should be able to go searching.

Ben suddenly realized that Jill had fallen asleep on his shoulder, her arms wrapped around him. Hmm. That's weird. I've never noticed before how much...she looks like Gwen. There's something about her...

Ben moved slightly and Jill breathed deeply, moving slightly off of Ben.

"I'm sorry, Ben," She said. "I must have dozed off..."

"It's okay," Ben answered. He turned to her after moving a little, finding their faces so close together. They locked eyes.

"There...there's something..." Jill started. "You look so much like Peter..."

Just then, the doorbell rang. Ben slipped off the couch quickly and was on his feet. "Er...doorbell!"

Ben quickly opened the front door, just barely getting out of a strange situation with Jill. He swung the door open and his jaw dropped.

"Brock?!" Ben exclaimed. Normally, after seeing one of Spider-Man's arch-foes, he would have reacted. But his Spider-Sense wasn't buzzing.

"Sorry, I was looking for Peter," Eddie Brock said.

"What for?" Ben asked, making sure Jill hadn't gotten up to overhear him. "Could it involve a certain wall crawler?"

Eddie had an obvious surprised face on. "Yeah, it would."

He obviously doesn't know who I am...I can use this to my advantage. But he isn't setting off my spider-sense, either...

"Let's talk outside, okay?" Ben said, motioning for them to step out onto the porch. Ben then grabbed ahold of Brock and smashed him up against the railing. Eddie grunted in pain, but nothing happened. "Not calling out the symbiote? What, did it take enough victims for awhile, say, with Mary Jane?"

"What the?" Brock started before being cut off.

"No, shut up. I'll ask the questions. You killed Mary Jane Parker. And before Peter could get his revenge on you, he was killed."

"Spider-Man's dead?" Brock said. "Well then, kid, I got no reason to talk to you."

"I didn't say Spider-Man was dead," Ben growled. "I said Peter."

"Then who's Spider-Man?"

"I am," Ben said. "And I intend to make you pay for MJ's death."

"Mary Jane ain't dead," Brock said.

"What do you mean?"

"She's alive...and the reason I didn't put up my symbiote defenses, is because I don't have 'em anymore." Brock sighed.

"How is that possible?" Ben asked. "There's been six Venom sightings in the past week!"

"Venom is still around," Brock said. "But it ain't me. Petey's hot wife, Mary Jane...she's Venom."


"We kidnapped her," Brock said. "But then the symbiote ditched me for her. And now she's trapped inside of it. She can't fight it."

"Where is she?" Ben asked viciously.

"I can show ya," Brock said, smiling.

"What's the catch?" Ben frowned.

"First, we wait 'till morning," Eddie started. "Second, you can't kill the symbiote...the only way to keep it from MJ is to get it back onto me. Got that?"

"Fine," Ben said. "I'd gladly give you the symbiote back in exchange for Mary Jane's life."

"Good," Brock said. "Now, I'll be on my way...see ya bright an early, the way, what's yer name?"

"Ben...Ben Reilly," he answered. As Brock walked away, Ben careful flung a mindot tracer onto his leg. "See ya."

Ben walked back inside to see Jill asleep on the sofa. Carefully, he lifted her into his arms and carried her off to Peter and MJ's bedroom, where she'd been sleeping. Ben then went back down to the sofa and began to drift to sleep as well.

The next morning. The Parker Residence.

Ben had gotten up before Jill and Anna. He left a note on the kitchen table, saying he had to go out and would be back later.

He waited on the porch for 20 minutes, watching the sun rise before Eddie Brock finally showed up.

"I thought you said bright and early?" Ben asked.

"This is as bright and as early as I get," Brock answered. "Now come on, we gotta go to a little shop in New York..."

"I thought you said we were going to get MJ?"

"We are, after I find out where she is."

"You told me you knew!" Ben exclaimed before remembering no one else was awake.

"That was partially true," Brock commented. "You know the Chameleon, right kid? He was in with me an' my plot to fake MJ's death. But then he wound up bein' more in touch with the new Venom than I am. So we gotta go bust him up a little."

"Whatever it takes," Ben said. "Whatever it takes."

A little later in a small antique store.

Eddie Brock and Ben Reilly slowly walked through the entrance together, doing their best not to draw any attention. The only person working there was an old man with thick glasses and a large belly.

"Can I help you?" The man asked.

"I think you can," Eddie said. "We're looking for something that's not too old...but is definitely passed it's prime. When you hear about it, you think it'd be kinda colorful..."

"Well, um...we may have it here," the man said nervously. Ben approached him and got a low buzzing in the back of his head.

Bingo! Spider-Sense works wonders, even when I'm not in immediate danger. "Er, Eddie?" Ben asked. "I just remembered, I've gotta get to work!"

"Work?" Eddie asked. Then he saw Ben wink. "Oh, right...well then, I'll keep looking."

Ben walked out. He quickly hid in an ally and ditched his street clothes for his Spidey costume. After making sure he had plenty of webbing, he opened a winodw along the wall and snuck inside. Brock was questioning the man.

"Alright, enough games," Brock said. "Give it up, Chameleon."

"I...shh!" the man said. "You never know who's listening..."

"Like me, eh snacky?" Ben asked, leaping down to the ground behind the old man.

"Oh, *#%$," the old man said, turning back into the Chameleon.

"Rumor has it you no where Venom is," Spider-Man continued the questioning. "Tell us. Now."

"I...I can't!" Chameleon responded. "He'll kill me..."

"Who?" Brock asked. "No one has ever really given a damn about you, anyway."

Ben lifted the Chameleon up with on hand. "Where is Venom?"

"I...I...oh, hell..." the Chameleon started sweating. "Fine. I'll tell you. But after that I want nothing more to do with it! I just need to get out of here..."

"Fine," Ben said, lowering him. "Now where is Venom?"

Across town.

He wanted to get away from there...and obviously that call I placed to S.H.I.E.L.D. will help get him out of the city. But right now, Brock and I have got to get to Mary Jane.

Ben was webslinging ahead. Brock took a taxi. Soon, Ben saw the old warehouse that Chameleon said he could find her. 'Man, it's so boring...villains either have some top secret HQ or they hide out in an abandoned one does anything special.'

He released a web line, pulled off a flip and carefully attached himself to a wall. He quickly climbed up to the roof. Once there he noticed a few windows looking down on the place.

'Hmmm...from what I can tell, it looks pretty empty. Chameleon better not have been lying, 'cause now that S.H.I.E.L.D. has him I won't get another chance to question him.'

Ben carefully opened on of the windows and dropped to the floor. ' spider-sense...' Ben flipped on his 'spider-light' that was on his belt so that he could see better.

Might as well try the obvious approach..."Mary Jane? Can you ehar me?"

The next instant Ben felt a sharp pain in his back as someone delivered a powerful blow from behind. "Argh!" He tumbled forward before turning around to see his attacker. "YOU?!"

Carnage's evil grin grew, his tounge whipping around. "Yes, us."

"What do you have to do with MJ?" Ben questioned.

"You will never find out, Spider," Carnage growled as he drooled. His hand to take the shape of a very large blade. Just before he could swing down carnage was tackled from behind.

"Brock?" Ben asked with surprise as he jumped to his feet and away from Carnage.

"Ain't that a bitch...I just saved your hide," Brock would have laughed if not for the seriousness of their opponent.

"Kill you both!" Carnage yelled, regaining his composure. "Eat your spleens..."

"No one can come up with new material these days," Brock sighed.

Spider-Man quickly answered Carnage's threats by wrapping him in webbing. It only took a split second for Carnage to break free and throw blades created by his symbiote at Spidey.

"Whoa!" Spidey exclamed, diving away just in time. Man, my spider-sense isn't working with Carnage...I've gotta be careful.

A pair of impact webbing balls quickly wrapped up Carnage's hands. Brock punched Carnage across the face. His tounge strecthed foward to try and get to Brock, but Spidey kicked him in the back.

Another load of impact webbing plastured Carnaghe against a wall. "Won't...hold me...for long!" Carnage yelled.

"Cut the crap, Cassidy," Brock sighed. "Now where's my symbiote?"

"Right here!" A hideous, disturbed voice came from the darkness. Venom stepped forward. The look was basically the same except for the obvious fact that it's inhabitant was female.

"Mary Jane...?" Ben asked.

"Mary Jane is no more," the symbiote growled. "We are Venom!"

"No," Brock said. "We are Venom. Now get offa the chick and back onto me."

"You no longer serve our purpose," Venom said. "this host is all we need now."

"I won't allow that," Spider-Man said. "I'll do whatever's nessecary to free you, MJ...but you've gotta help! You've gotta fight it!"

"I...we...we will kill you, Spider-Man," Venom responded.

'She said I! That means there's still hope...' Ben looked over to Brock, seeing he noticed the same thing.

"You'll have to forgive me, MJ," Spider-Man said. "I don't want to hurt you, but that may be the only way to save you!"

"You should worry less about her...and more about yourself," Carnage sneered. Ben turned around to see that Carnage had broken free and taken out Brock. "There is no will die."

Oh, I ever in deep sh--

Next Issue: Spider-Man Vs. Venom Vs. Carnage Vs. Brock! 'Nuff said?