*Story continues from Amazing Spider-Man #394

The Peter Parker clone stands over the unconscious body of May Parker, wishing she could hear him...

He tells her he is not really her nephew, but a clone calling himself 'Ben Reilly', a portmanteau of Uncle Ben and May's maiden name. He says he's met the real Peter Parker, and it didn't go very well. Moments before, he was visited by the astral form of a woman named Chakra. She told Ben that Spider-Man is at Ravencroft, and gave him a choice: come and save Spider-Man's life, or do nothing, allowing him to die. The death of the real Parker would give Ben the opportunity to take over Peter's life, something he has wanted to do for years. However, even though he is a clone, his memories are the same as Pete's. As such, he believes May raised them both, which convinces him of what he needs to do. Pulling a Spider-Man mask and gloves from his backpack, Ben leaves for Ravencroft.

Not long after Ben's departure, the nursing station gets an alert that May is flatlining. Several nurses rush into the room with May's doctor, Julia Caputo, who discovers May is still alive. She notices that a cable from May's heart monitor has come loose. As the nurses reconnect it, Caputo notes that "Peter" is not in the room, although none of the nurses saw him leave. At that same moment, the Spider-Clone swings across the city, realizing he can't resist playing hero. He wonders if he'll die this time around, and finally put an end to his suffering.

Meanwhile, at Ravencroft, Judas Traveller watches Spider-Man from his cell and is unimpressed with what he sees. He is joined by his assistant, Mister Nacht, who informs him that Chakra contacted the Spider-Clone, and that he may be on his way. Judas tells Nacht to send both Boone and Medea outside to provide a suitable greeting for their guest.

A short time later, the Spider-Clone arrives outside Ravencroft and sees a barrier around the institution. Although the barrier is keeping the authorities and press away, Ben is surprised when he is able to pass through it unmolested. On the other side, his spider-sense tingles, just in time to leap away from a shot fired by Medea. Inside, Spider-Man struggles to get free so he can stop Traveller from killing or setting free the other inmates. However, Judas is still flooding Peter's mind with images. In his mind, Spider-Man is caught in a massive web, surrounded by his various foes and loved ones. He tells them all to go away and leave him alone. He is suddenly joined by a vision of his clone, who offers to help Spider-Man fight everyone off. Watching Spider-Man struggle with everything in his mind, Judas Traveller begins to wonder just what kind of man Spider-Man is.

Meanwhile, Ben Reilly manages to slip past Medea and Boone and enter the facility. However, his escape doesn't last long, as the pair come back inside and find him. As Ben continues to fight the duo, Spider-Man struggles with Traveller's invasive thoughts. No matter what is thrown at him, Spider-Man continues to remind himself that with great power, comes great responsibility. Ben manages to defeat his attackers and continues his hunt for Spider-Man. At that moment, Spider-Man orders Traveller out of his mind and finally breaks free of his shackles. As Spider-Man breaks out of his cell, he is quickly overpowered by Judas Traveller. Just then, the Spider-Clone comes crashing into the room. The pair vow to work together to defeat Traveller once and for all...

*Story continues in Spectacular Spider-Man #217

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