Ben Reilly: Spider-Man #3
Ben Reilly: Spider-Man
Slow Return to Normalcy
by Paul Hahn
Dedicated to all those Ben Reilly fans...
And to those who really, really hate clones.

Ben looked back and forth. In one direction stood Carnage. The other, Mary Jane Parker, the new Venom. On the floor near Carnage's feet laid Eddie Brock, former owner of the Venom symbiote. spider-sense...means I have no advantage. Just gonna have to make this up as I go along...

"Okay, gang," Ben said nervously. "I don't suppose there's any way we can work this out you'll have to excuse me when I make like a tree and leaf!"

Ben leapt up and carefully attached himself to the building's ceiling. With any luck the fact that there's no light will help...but then again, as the sun keeps rising, light will eventually be pouring in through those I've gotta use this advantage while I've got it!

Ben quickly moved across the ceiling to another end of the building. He could spot Venom and Carnage every now and then, searching for him. If they'll split up...I can handle one alone, I think...but definitely not both of them together!

Tense moments passed as Spider-Man did not act. Soon, as he had hoped, Venom and Carnage split up. Carnage kept Brock with him and went away from Spider-Man's location. Venom moved below him.

Now to hope that I can somehow beat Venom...without hurting MJ.

The black limo cautiously moves down side streets through New York. It's morning...He thinks. None of 'em are stupid enough to move in broad daylight...

Jimmy Six sits in the back, nervously rubbing his gun. Something happened. Someone's after him. And he doesn't know who that someone is. He's a powerful new figure in the crime underworld. And he's got a lot of support. And they all want Jimmy Six dead.

Suddenly the car stopped. "What's goin' on?" Jimmy asked his driver.

"There's a road block up ahead..." the driver answered. "A pair of limos in front of us, and two more blocking other directions."

"Get your gun," Jimmy said quietly as he noticed a few men moving to his car. Two of them approached Jimmy's seat. He rolled down the window. "Can I help you?"

"I think you can, Jimmy," one guy said. "As the son of Fortunato, you mean a lot to our boss."

"And he wants you, see?" the other man said. "We're here to get you. He wants you alive...but he didn't specify what condition."

"You can make this easy or hard, Jimmy," the first man said. "Either way, you're goin' with us."

"I'll bet," Jimmy answered. Two shots passed through his open window, taking both men out. He pulled out his other gun and began looking around the car. Only one other man stood out in the open, but he didn't move. Jimmy rolled his window back up. Bullet proof glass better hold...

"Driver, let's get goin'," Jimmy said. "Driver?"

He rolled down the window and found the driver was missing. Looking over he saw him running from the car, the keys still in the ignition. "Oh, hell..."

Jimmy nearly ripped the door open and leapt out of the limo as a fiery explosion consumed the car and surrounding area.

Spider-Man leapt down from the ceiling, connecting both feet in a kick to MJ's back. I'm sorry, MJ...but I can't well help you when your symbiote is conscious and in control...

Unfortunately for Ben, the symbiote was quite conscious and in control. It changed forms as the symbiote dragged MJ's body forward, tackling Ben. Ben quickly got up and leapt above Venom. He released a pair of impact webbing balls which exploded on contact, wrapping Venom up. But before Spider-Man could get close enough to deliver some blows, Venom ripped free.

Oh, no...Ben was in mid air, aiming for the webbed up Venom. But the symbiote was able to fire a web line to grab Ben and throw him into a stack of trash cans in the building.

Though shaken, Ben quickly got up and fired a series of web lines to grab Venom. Ben tried to throw Venom the same as had happened to him, but MJ's hand became jagged and quickly tore off the webbing.

As Venom leapt forward for another attack, Ben jumped above his opponent. Quickly landing, Ben grabbed Venom's feet and through her into a wall. A sudden blow to the face caught Ben totally by surprise as he soon learned Carnage had arrived. Ugh...must have made too much noise...gotta retreat...

Before Spider-Man could leap to safety, Carnage picked him up by the neck and held him into the air.

"We're going to enjoy this," Carnage sneered, it's tongue stretching forward. "We're going to kill you real goo--oock!"

Carnage collapsed to his knees, then onto his belly. There was a jagged piece of metal sticking in his back. Eddie Brock stood triumphant.

"I don't approve of that," Ben frowned, taking his mask with him.

"You're not dead, are ya?" Brock smiled wickedly. "Now where's my symbiote?"

"Right here!" Venom yelled as it threw a chunk of the wall towards the two. Spider-Man quickly erected a web shield which barely deflected the wall.

"Captain America, eat your heart out!" Ben exclaimed as he took his web shield in one hand. He pulled back and flung it forward where it connected directly with Venom's head. She collapsed.

"Nice one, webs..." Brock commented. "Now how do we get the symbiote back onto my body?"

"..." Ben thought. "I thought you were gonna take care of that?"

Brock shrugged in response.

"That's great...just great!" Ben threw his arms into the air. "I supposed if we had a loud, ringing noise we could drive the beaten symbiote off of MJ's body...and direct it towards you."

"Smart," Brock nodded. "But where're we gonna get the noise?"

"I have to think of everything, don't I?" Ben sighed. "Lessee...noise, noise...where we gonna get the noise...hmmm..."

Ben began pouring the webbing onto Carnage. He then webbed Venom up in a net. "We're not gonna get the noise here...we need to find a church."

The Daily Grind, 7 am.

"Never gonna get used to working this early," Kelly sighed as she flipped the sign on the glass door from closed to open. She had just recently been hired and was already have trouble waking up so early. "Between this and school...jeez."

"It'll get easier," Shirley replied with a smile. "'Sides, you had Ben Reilly teaching you the ropes yesterday...he's one of the best I've ever had here."

"And he's cute," Kelly smiled, feeling at home.

"Easy girl," Shirley responded. "He's taken."

Just at that moment Ben walked in. "Morning," Ben said.

"Ben, aren't you off today?" Kelly asked.

Ben stopped in his tracks. "Er...I suppose I am."

With that, Ben turned and left the coffee house. Kelly turned to Shirley. "What was that all about?"

Across Town at a nearly empty church...

"This is your bright idea, webs?" Eddie Brock sighed.

"You didn't have any better suggestions," Ben sighed as he carefully lowered MJ/Venom's body on the wood floor of the bell tower. "If I want her to get back to normal, this is what I need."

"And for me to get it back, you recommend I stand under the bell tower?"

"Hey, it can't go anywhere but down to get away from the loud's the best chance I can give you. Besides, we've gotta work fast...if Venom wakes up, things will get messy."

"Yeah, yeah," Brock sighed. "I'll be down there. Start whenever you're ready."

Ben watched for a few moments as Eddie Brock walked back down to the church's floor. Here I am, about to give one of my most dangerous foes his power back...I know I am gonna regret this in the morning. But for Mary Jane Watson-Parker...I know this is something I have gotta do. He looked at the three bells in a row and slipped ear plugs in under his mask. He carefully webbed MJ down to one of the wooden planks that made up the unstable, incomplete floor. He then produced a sack of webbing and took it in his hands. With one swing and a toss, the sack hit the first bell with incredible strength. Enough that it hit the next bell, which hit the next...causing the mass ringing to begin.

Knowing he was securely sticking to a wall, Ben watched Venom carefully. The symbiote jumped to life, ripping itself back and forth, letting out an eerily evil scream. Mary Jane's body seemed to convulse in pain. But it wasn't long before the symbiote realized it couldn't save itself if it stayed. Struggling, the black ooze-like alien dripped itself off of Mary Jane's body and fell through then floor.

Ben was slightly surprised that Mary Jane's body seemed uninjured. He carefully took her still unconscious body into his arms and slowly crawled down to the church's ground. His Spider-sense didn't alert him to anyone being present.

"Brock?" He asked, not removing Mary Jane from his arms. "Where'd you go, Brock?"

Ben stood there for a few moments, looking around. He had no idea if Brock had rejoined with the symbiote, but decided he shouldn't wait too long to find out. Carefully shifting MJ to hang over his shoulder, Spider-Man left the church and flung a web line to a nearby building, thus beginning his travel "home".

The apartment of the super-heroine wannabe, the Marksman.

"It's...nice," Kari Kline said quietly.

"Don't humor's a dump, I know," the Marksman said as she poured a bowl of cereal for her guest. "But it's all I got...and you definitely don't look like the type of girl to make it on the mean streets of New York City."

"I...appreciate it," Kari replied. The young woman was a mutant who killed one of her professors at ESU. The Marksman had rescued her.

"I don't suppose you feel up to giving me the whole story over breakfast?" The Marksman asked.

"Not really," Kari said somewhat nervously. "I mean, I don't know you...sure, you're some kinda wannabe super hero...and you're good with a bow and arrow...but I don't even know you're name. Sure, you took off the mask, but that means nothing..."

"Well, I can answer that question and many more," The Marksman answered. "My name is Angela Stoic. I was born and raised in Manhattan and I've had the fortune of growing up in this age of heroes. I pretty much fell in love with the Avenger Hawkeye at an early age and have been trying to become a hero just like him. After all, he's an Avenger...but he doesn't have any super powers like Ant Man, Wasp, or the Scarlet Witch...he's just an ordinary joe who worked hard. I spend at least two hours a day working out and practicing to keep in top shape. I've met Hawkeye once, and I plan to get his attention once more by doing something good with my life. That answer any questions you might've had?"

The Parker Residence.

Jill had taken Anna out for breakfast. Ben snuck in with Mary Jane and brought her to her room. He quickly changed out of his Spider-Man costume and hopped down to the kitchen, making MJ a sandwich for when she'd wake up.

Lucky for him, he didn't have to wait too long. He was sitting on the edge of her bed when he heard her start to wake up. Ben walked over to the side of the bed and squatted down. "Hey."

"Peter...?" Mary Jane asked. As she opened her eyes, she got a confused look on her face. Then scared. "Ben?!"

"Easy, easy!" Ben said, trying to calm her down.

"Where...what...I..." MJ stuttered. "I remember...Peter saving me...and getting the symbiote off of me...but...Ben? How're you alive? Where's Peter?"

"MJ, you've gotta relax," Ben sighed. "It wasn't Pete who saved you, it was me in the Spider-Man costume."

"You...but, you''re dead...Peter told me so...and where is he? Where is my husband?"

"That's...hard to answer," Ben sighed, clearing his thoughts. "Peter...he's...he's dead."

"Oh...oh my god..."

"He died in a battle as Spider-Man with an unknown attacker," Ben continued. The Black Cat arrived on the scene and hid any trace of Peter being Spider-Man before the police arrived...and so I've taken up the duties as Spider-Man."

A few hours later, and much time for grieving...

MJ had finally eaten her lunch, and she and Ben sat on Peter and MJ's bed.

"You still haven't told me how you're alive," MJ said.

"That's because I don't know the whole truth myself..." Ben said. Before he could begin explaining what he knew, he felt something tugging on his consciousness. The next thing he knew, he was in his Spider-Man costume and surrounded by darkness. "MJ?"

"She is not here," a voice replied.

"Madame Web..." Ben sighed. "Nice of you to finally talk to me..."

"I'm afraid I do not have time for any complaints or the usual nonsense discussion," Web's voice echoed through the darkness. "You see, I am dead. Of old age, I have just died only a few moments ago...yet I am doing my best to keep my consciousness from completely fading before I talk with you."

"I'm listening," Ben said quietly.

"There is much you do not know, Spider-Man. I am only partially responsible for your return to life. It was deemed necessary by an Osborn."

"Osborn? Why on earth would Norman Osborn, the guy who supposedly created and then later killed me, want to bring me back to life?"

"I did not say Norman. You know him now as Normie Osborn. Peter Parker knew him as his killer from the future, Time Warp."

"Normie Osborn killed Peter?" Ben asked with surprise.

"And he is responsible for your return," Madame web continued. "For some reason I have not been able to obtain, he decided he wanted you alive. In your final battle with the Green Goblin, the Goblin Glider impaled you as you dove in front of it to save Peter's life. Yet it did not go through you as much as it did push you. As you fell from the top of that building, Time Warp pulled you into the future and put a clone of you in your place."

"So...a clone of a clone is what Peter saw die?" Ben asked. "And I never did die, I was just brought to the future?"

"Correct," Madame web explained. "You were injured...he requested my assistance in healing you. He promised he would...extend my life. Unfortunately, he failed in doing so before he foolishly killed Peter and himself."

"I'm still curious as to what would drive Normie to kill Spider-Man?"

"In the future there will be a battle between Spider-Man and the Green Goblin in which Norman and Liz Osborn are killed. Normie will lose every last bit of his family and will blame it on Spider-Man as he gets older."

"But then...if this fight were never to happen?" Ben asked. "If they both survive? Would Peter still be alive?"

"I cannot say," Madame Web answered. "I fear I must leave last thing...Time Warp...did not just back. There...there is...another..."

"Another?" Ben asked. "Another what?"

"Ben? Ben, are you all right?"

"Huh?" Ben asked, blinking his eyes. "MJ?"

"You were gonna tell me how you're alive...and then you just faded out for a few seconds," Mary Jane said.

" was nothing, sorry," Ben sighed. "As for how I'm back...there was some time traveling and mystic healing and stuff involved...but I gotta piece things together first. And I think Jill and Anna should be getting back anytime now..."

Next Issue: Next Issue: While Ben would love to find out more about who kidnapped little Normie Osborn, power throughout the city fails! Looks like Ben'll have to work some damage control!