Benjamin Reilly

* Benjamin Reilly
* Scarlet Spider
* Lizard
* Space/Diver Suit

**Scarlet Spider** is a vigilante with spider-based powers, made possible by Doctor Octopus experimenting on him, though they are much more evolved than Spider-Man's powers. He claims that he is, in fact, the first true "Spider-Man", having come before Peter Parker, the "current" Spider-Man. He was later given the name **Ben Reilly** by Aunt May. He is later revealed to be a secret bonus member of the Sinister Seven & the true spy inside S.H.I.E.L.D. Academy. He has a change of heart after being persuaded by Aunt May to help Spider-Man and after learning that Doc Ock only used him as a tool if he failed. He later returns having survived the fall on Octopus Island.

## History

*All I see is a good man. How about we call you "Ben"? Yes. I think that fits.*
--**May Parker**src
Scarlet Spider is one of the perfect Synthezoids made by Doctor Octopus and Arnim Zola as part of the Spider-Slayer project. Unlike the other Spider-Slayer Ock and Zola created, Scarlet is a perfect Synthezoid to have a cellular immunity from being melting into nothingness, which makes him a leader of Spider-Slayers. Doctor Octopus erased his memory and lied to him that he saved Ben from the streets and took him in and gave him spider powers. He was Doctor Octopus' successful experiment.

As he claimed to Spider-Man, Scarlet was captured by Doctor Octopus and was subjected to many painful experiments by him, which likely granted him his spider abilities. He was able to escape and forced to live in the sewers. He states that he feels the sewers are "the only place for a freak like him". Scarlet doesn't like getting involved in conflicts and is constantly annoyed by Spider-Man's puns, jokes, and childish attitude. Scarlet only grudgingly agrees to assist Spider-Man in combating Doc Ock, due to his grudge against the villain for what he did to him.

Scarlet Spider meets Aunt May while trying to get her away from Hydro-Man's rampage. When unmasked, Scarlet Spider has a scar on his face and states that he doesn't have a name. Aunt May names him Ben.

Ben Reilly managed to afford a backup birthday cake for Aunt May's birthday party just in case something bad happened to the one that Spider-Man brought. During the Sinister Six's attack on the Triskelion, it was revealed that Ben Reilly was Doctor Octopus' spy in the S.H.I.E.L.D. Academy as the secret bonus seventh member of the Sinister Seven. Scarlet Spider overpowers Spider-Man and unmasks him in front of Doctor Octopus in cold blood.

As Doc Ock reveals Spider-Man that his true intention to get Connor's dangerous weapon for S.H.I.E.L.D., is to destroy H.Y.D.R.A., and Scarlet Spider realized that May Parker possess the key to activate Connors weapon and kidnaps her. Instead of kidnap May, due to respect, Scarlet is instead just getting a key for Ock. Flash, however, already been suspicious of Scarlet's true allegiance and attacks him with an arsenal wheelchair given by S.H.I.E.L.D., but was disabled quickly. As Ock arrived in time to get the key, and so as Spider-Man, Spider-Man and May still believe there's a good in him. Once Doc Ock succeeded on using Connor's S.H.I.E.L.D. weapon to transform H.Y.D.R.A. into Ock's new organization, OCTOPUS, by transforming the island and kills Arnim Zola, Scarlet Spider did not expect Ock kidnaps May into the island behind his and Spider-Man's backs, and realize when Spider-Man ask Ock if the villain care for his creation like Scarlet, Ock only think of him just a tool for his plan and will never be used soon enough if Scarlet failed many times. Scarlet soon changed his mind and remembering their kind treatment on treating him like a human being, saving both Spider-Man and May, and attempt to kill Doc Ock for his treachery for good. However, as Connor's weapon is destroyed, the island is about to fall off and Ock has gotten away as well. While sending Peter and May back to Triskelion, Ben did not leave to make sure the island falls out of the city, on the sea of nowhere. His final word before he sank on the crash to Peter and everyone from S.H.I.E.L.D. Academy is to remind them what needs to be a hero for, using compassion as a strength of understanding one another, like the other Ben, Peter's uncle has told Peter about. Cho reminded Peter of Ben's last wish for S.H.I.E.L.D. Academy heroes like them to carry on.

Ben survived after the Hydra Island crashed in the ocean and hid from everyone he knows to find out the truth about himself and his past. While he was investigating he saw Spider-Man and Spider-Woman almost getting killed by Kaine and saved them much to Peter's shock. After eliminating the other Kaines' Ock's sent and defeating him, Ock agreed to help them find the truth about Ben in Hydra Island.

Passing through security of Hydra Island that was enabled after the crash the three of them fought the Spider-Slayer. After Ock gets an upgrade he told Ben the truth about him being a Synthezoid and the leader of the Spider-Slayers, Ben was manipulated and almost turned evil, but he got out thanks to Peter and now controlled the slayers.

After graduation from the academy, as well as after Doctor Octopus turned himself in during a short ambush on the Academy, Agent Venom and Scarlet Spider are promoted as the new tutors of the academy.

## Powers and Abilities

* **Synthezoid-Spider Hybrid:** Having been created by unknown experiments by Dr. Octopus, Scarlet Spider possesses essentially the same powers as Spider-Man plus some additional ones. This shows that Ben's powers are much more evolved than Spider-Man's powers.
	+ **Superhuman Strength:** Scarlet Spider has a high degree of strength, able to kick a car through the air and launch it at a target. During his revealing to be a secret member of the Sinister Seven, he was even able to keep Spider-Man on hold, despite the latter having superhuman strength.
	+ **Superhuman Stamina:** Scarlet Spider can continue fighting for extended periods of time while showing no signs of exhaustion, allowing to continue fighting at peak performance.
	+ **Superhuman Durability:** Scarlet Spider is physically tougher and more resistant to some types of injury than the body of a normal human, having been hit with tremendous blunt force by Doctor Octopus' mechanical arms and quickly rebounding. He was even able to survive a crashing Hydra Island.
	+ **Superhuman Agility:** Scarlet Spider has tremendous agility, able to maneuver through the air with exceptional balance and equilibrium. He can jump very high and far from a stationary position and execute professional level flips and acrobatics.
	+ **Superhuman Reflexes:** Scarlet Spider's are near instantaneous, able to dodge a barrage of blasts unscathed.
	+ **Spider-Sense:** Scarlet Spider has supernatural survival instincts to sense dangers that happen moments before it actually happens.
	+ **Wall-Crawling:** Scarlet Spider can crawl along surfaces much like a spider would.
	+ **Organic Webbing Generation:** Unlike Spider-Man, Scarlet Spider is able to produce a near-endless supply of webbing produced from his own body. He is able to unleash his webbing with the same hand gesture as Spider-Man but shows more finesse and versatility in his web usage, such as created "bolo-web".
	+ **Retractable Stingers:** From both of his wrists, Scarlet Spider is able to produce a pronounced stinger about the length of a standard sword. It is very sharp and durable, able to cleanly and effortlessly slice through solid metal.
	+ **Cell Degeneration Immunity:** Unlike the other Synthezoids, he has no need for the Status Pod for regeneration of his cellular structures.
	+ **Spider-Slayer Control:** He was programmed and designed to be the leader and mental commander of the Spider-Slayers. However, Kaine is shown to have more control over them.
* **Hand-to-Hand Combat:** Scarlet Spider is highly proficient in battle. Using a combination of his natural agility and reflexes, he is able to easily fend off attacks from multiple directions. During his revealing to be a secret member of the Sinister Seven, he was able to easily disarm Spider-Man & keep him on a locked hold.
* **Expert Spy:** He was able to infiltrate S.H.I.E.L.D, as Spider-man's team member & eventually became his closest friend. Even after Spider-Man was aware of there being a Spy in S.H.I.E.L.D., he still never doubted him. He even took his time to study Peter Parker's normal life, so as to uncover a weakness for Doc Ock.
* **Skilled Hacker:** He was able to hack into the weapons systems of S.H.I.E.L.D. on any assignment given to him by Doc Ock. He caused the training bots to become much more hostile towards the trainees & S.H.I.E.L.D. agents.
* **Expert Pilot:** Scarlet Spider is an exceptional plane pilot, able to quickly adjust to the unique controls of the "Spider-Jet" and skillfully maneuver it about.

## Relationships

### Family

* Spider Slayers (Synthezoids) - Allies turned Enemies
	+ Kaine † - Synthetic Brother, Enemy and Attempted Killer
	+ Bone Spider † - Synthetic Brother, Former Ally turned Enemy
	+ Ghost Spider † - Synthetic Brother, Former Ally turned Enemy
	+ Goliath Spider † - Synthetic Brother, Former Ally turned Enemy

### Friends and Allies

* Web-Warriors - Teammates
	+ Spider-Man/Peter Parker - Genetic Source, Ally, Teammate, and Former Enemy
	+ Agent Venom/Flash Thompson - Ally, Friend, Teammate, Rival and Former Enemy
		- Venom (mass-produced version) - Ally and Former Enemy
	+ Iron Spider/Amadeus Cho - Ally, Friend, Teammate and Former Enemy
	+ Kid Arachnid/Ultimate Spider-Man/Miles Morales - Ally, Friend, Teammate and Former Enemy
* New Warriors - Allies, Teammates, and Former Enemies
	+ Cloak/Tyrone Johnson - Ally, Teammate and Former Enemy
	+ Dagger/Tandy Bowen - Ally, Teammate and Former Enemy
	+ Squirrel Girl/Doreen Green - Ally, Teammate and Former Enemy
	+ Triton - Ally, Teammate and Former Enemy
* Spider-Man's Classic Team - Allies, Teammates and Former Enemies
	+ White Tiger/Ava Ayala - Ally and Teammate
	+ Iron Fist/Danny Rand - Ally, Teammate and Former Enemy
	+ Power Man/Luke Cage - Ally, Teammate and Former Enemy
	+ Nova/Sam Alexander - Ally, Teammate and Former Enemy
* S.H.I.E.L.D. - Allies
	+ Lizard/Dr. Curt Connors - Ally and Former Enemy
	+ Leo Fitz - Former Mentor and Former Enemy
	+ Jemma Simmons - Former Mentor and Former Enemy
* S.H.I.E.L.D.'s Academy - Allies and Students
	+ Patrioteer/Harry Osborn - Ally and Student
	+ Spider-Woman/Carnage Queen/Mary Jane Watson - Ally, Teammate and Student
		- Carnage (Second Version) - Ally
	+ Mysterio/Frances Beck - Ally and Student
	+ Rhino/Alexander Sytsevich - Ally, Student, Former Teammate and Former Enemy
	+ Vulture/Adrian Toomes - Ally and Student
* Oscorp - Allies
	+ Norman Osborn - Ally
* Other Allies
	+ Aunt May - Ally
	+ Doctor Octopus/Dr. Otto Octavius - Creator, Ally and Former Enemy
	+ Avengers - Allies
		- Iron Man/Tony Stark - Ally
		- Captain America/Steve Rogers - Ally
		- Hulk/Dr. Bruce Banner - Ally
		- Thor - Ally
		- Ant-Man/Scott Lang - Ally
	+ Doctor Strange/Dr. Stephen Strange - Ally

### Enemies

* Sinister Six - Former Teammates turned Enemies
	+ Kraven the Hunter/Sergei Kravinoff - Enemy and Former Teammate
	+ Electro/Max Dillon - Former Teammate
	+ Ultimate Green Goblin/Norman Osborn - Enemy, Attempted Killer and Former Teammate
	+ Hydro-Man/Morris Bench - Enemy and Former Teammate
* HYDRA - Enemies
	+ Arnim Zola - Enemy

## Appearances

### Ultimate Spider-Man

#### Comics

##### **Marvel Universe Ultimate Spider-Man vs The Sinister 6**

* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #1
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #2
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #5
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #7
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #9
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #10
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #11

## Trivia

* After getting turned into a Lizard, and getting cured, Scarlet's costume tears in multiple places, including the bottom portion of his mask, revealing his nose and mouth. His face appeared to greatly resemble Peter's. Later, after protecting Aunt May, he allowed her to take off his mask, revealing that his face does, in fact, resemble Peter's, but has a scar and buzzcut, making it possible that he is a clone of him like in the comics, which was confirmed in a later episode where he survived after his redemption.
	+ It is unknown why no one pointed out the resemblance between him and Peter.
* He along with Kid Arachnid managed to graduate despite being in S.H.I.E.L.D. Academy for only one season.
* He mostly refers to his friends and foes as punks.
* He and Flash Thompson didn't get along, though after Ock kidnapped Flash, they softened up to each other. With Scarlet's betrayal, the tension returned until Scarlet redeemed himself.

## Background Information

* While this version is based on Kaine Parker, even bearing Kaine's scar, he was given the name Ben by Aunt May, as a reference to Ben Reilly, the original Scarlet Spider from the comics.
* Like his Ultimate comic book counterpart, Kaine's powers were made possible by Doctor Octopus. He was said to have been transformed instead of cloned from Spider-Man, however, and is also not as deformed.
* Ben claims that he is, in fact, the first spider-themed person, apparently having come before Peter Parker/Spider-Man. This could be a reference to the Other as, in the comics, Kaine gained the stingers and organic webbing when he became the current vessel of it.
* Ben is also the first Scarlet Spider before his alter ego was temporarily used by Flash Thompson (shortly before turning into Agent Venom). Ironically enough, Flash's costume resembled Ben Reilly's Scarlet Spider costume, while this version wears Kaine Parker's costume, yet is named Ben Reilly.
* Ben's connection and hatred of Doctor Octopus may reference Kaine murdering Ock in the comics, but was a facade, until shortly learning Ock's true nature when Spider-Man asks Ock if he cared for his successful experiment like Scarlet.
* The way Ben lived in the sewer before encountering Spider-Man, is similar to the way X-Men series' mutant group of Morlocks lives. This could also be a reference to Kaine's lair underground during the Clone Saga in the comics.
* After being revealed to be another member of Doctor Octopus' Sinister villains, Ben's trait of "Ben Reilly" is nothing more than a facade, but the way how Kaine used to be a villain in his first appearance in the main comic book. However, due to Octavius' true motive is revealed to destroy HYDRA by using a S.H.I.E.L.D. weapon made by Connors and due to his respect for Aunt May, this makes Scarlet Spider as more of an anti-hero.

## Gallery

C80e3590.jpgB2c836d9.jpgScarlet with Spider-Woman.jpg