Chapter Summaries

Ben Parker tried to gain powers by eating the Mutant Spider that had bitten Peter, but the venom began transforming him into a monstrous spider creature. As Aunt May opened his bedroom door, the Omnitrix finally activated to counter the genetic contamination.

• Ben recalled that the Omnitrix had remained inactive since he obtained it and decided to eat the Mutant Spider in hopes of forcing it to activate.
• Ben swallowed the spider, suffered intense pain, and began mutating while the watch stayed unresponsive.
• As Aunt May came upstairs to check on him, Ben developed fangs, spider limbs, and a growing hunger, and tried to keep her safe by leaving.
• Aunt May opened Ben's door, and the Omnitrix flashed with a message that it was forcefully activating to counter genetic contamination.

Ben hid his lingering Spider Monster traits from May while the Omnitrix repaired his genes and entered Calibration Mode, granting him access to the original ten alien forms. When Peter visited, the cousins sensed that they shared spider-like abilities, and Ben claimed he had bitten the spider.

• May found Ben hiding under his blanket and offered to take him to the hospital, but Ben insisted he was fine.
• May told Ben that Peter had gotten into a fight at school and left to check on him.
• Ben watched the Omnitrix finish repairing his genes, then saw it enter Calibration Mode and gain the original ten alien forms.
• Peter visited Ben and sensed that Ben had abilities like his own after being bitten by a spider.
• Ben surprised Peter by saying that he had bitten the spider instead.

Ben refused to join Peter's investigation into Osborn Enterprise and used the Omnitrix to transform into Grey Matter. After quickly finishing his homework with his enhanced intelligence, he turned his attention to the computer.

• Peter searched online for Osborn Enterprise's spider research and found biologist Curt Connors, a former colleague of his parents who worked for Osborn.
• Peter decided to talk to Curt Connors, but Ben refused to go with him and threw him out of his room to keep the Omnitrix secret.
• Ben transformed into Grey Matter and discovered that the form gave him advanced mechanical knowledge, though he could not yet crack the Omnitrix's security.
• Ben finished his physics homework in under ten minutes using Grey Matter's intelligence, then prepared to work on the computer.

Ben abducted Dennis Carradine, believing he was destined to kill Uncle Ben, and tried to execute him before the murder could happen. Tony Stark intervened and saved Dennis, leaving Ben furious and facing Tony in the abandoned factory.

• Dennis Carradine woke up tied and suspended inside an abandoned factory, where Ben revealed he intended to kill him.
• Ben explained that he had identified Dennis through a star tattoo and believed Dennis would kill Uncle Ben in the coming days.
• Ben cut Dennis's rope, sending him falling toward the concrete floor.
• Tony Stark burst through the factory ceiling, caught Dennis, and lowered him safely to the ground.
• Ben recognized Tony Stark and reacted with rage.

Benny, transformed into XLR8, confronted Tony Stark while trying to kill Dennis. After Tony’s attack missed, Benny reached Dennis and drove his claws into his heart as Tony watched.

• Benny guarded Dennis and warned Tony Stark not to interfere.
• Tony identified Benny as a threat and attacked him with a Repulsor Ray.
• Benny dodged the blast and reached Dennis before Tony realized his attack had missed.
• Benny declared that his name was XLR8 and drove his claws into Dennis’s heart.

Ben confronted Tony Stark over the deaths caused by his past and refused to surrender, then attacked him in his XLR8 form. Tony charged back with his armor and fired a Repulsor Ray, but Ben was already prepared to evade.

• Tony grew furious after Ben killed Dennis Carradine and demanded that Ben surrender.
• Ben argued that Dennis was a criminal and accused Tony of bearing responsibility for deaths caused by Stark Industries' weapons.
• Tony admitted his guilt over selling weapons but insisted that Ben still had to surrender.
• Ben promised to take Tony down in three minutes, then struck him in the Arc Reactor and whipped him across the head with his tail.
• Tony's armor crashed through a factory wall, and Jarvis diagnosed him with a mild concussion.
• Tony charged at Ben with his thrusters and fired a Repulsor Ray, while Ben mocked his speed.

Ben used XLR8’s speed to overwhelm Tony Stark and damage his Mark 3 armor, while Tony escaped by disrupting Ben’s balance with the suit’s thrusters. Ben then targeted Tony’s Arc Reactor, leaving its outer shell pierced.

• Tony relied on Jarvis to track Ben after learning that XLR8 could move at three hundred miles per hour.
• Ben slammed Tony with a high-speed attack, grabbed the Mark 3 by the head, and dragged him through buildings, damaging the armor and making Tony vomit inside his helmet.
• Tony used the armor’s thrusters asymmetrically to force Ben to release him and lose control, sending Ben tumbling several kilometers.
• Ben recovered and threatened that Tony might not have time to replace his Iron Heart before attacking the Arc Reactor.
• Ben’s claws pierced the Arc Reactor’s outer shell.

Ben disabled Tony Stark by damaging his Arc Reactor, then stripped and stole the Mark 3 armor. After hiding it and returning to school just before the bell, Ben was still marked late by his teacher.

• Ben damaged Iron Man's Arc Reactor, worsening Tony Stark's Palladium poisoning and forcing Jarvis to reduce its power.
• Ben dismantled Tony's armor, ignored his questions, and left him exposed after warning him to call Pepper.
• Ben carried off the Mark 3, destroyed its tracker, and wondered whether his XLR8 form had gained Spider-Man's abilities.
• Ben returned to school, changed back in the bathroom, and arrived in class just before the bell rang.
• Ben's teacher declared him late despite his arrival before the deadline.

Ben rejected Felicia Hardy’s invitation to a study group because he wanted to study Tony Stark’s Iron Suit, then discovered his mind seemed clearer during class. The school day ended with Felicia still angry at Ben as he hurried away without noticing her.

• Felicia Hardy invited Ben to a study group with Gwen and suggested he bring Peter, but Ben declined because he had plans after school.
• Ben considered using Grey Matter or Upgrade to examine and improve the Iron Suit, and wondered whether he could make Peter a Spider Suit.
• Felicia took Ben’s refusal personally and decided to ignore him for the rest of the school day.
• Ben found that classroom lessons seemed easier to understand and suspected his spider abilities and Grey Matter transformation had sharpened his thinking.
• After school, Ben rushed out of the classroom, leaving Felicia behind to call after him angrily.

Benny transformed into XLR8 after school while Tony analyzed the alien and ordered Jarvis to track similar creatures. Tony suspected XLR8 came from outer space and created a file called “Alien.”

• Benny told Peter to remember to pick up Aunt May and said he would be home late.
• Benny bought a jug of cleaner, went to an unmonitored corner, and transformed into XLR8.
• Tony asked Jarvis to analyze XLR8 and named the file “Dinosaur Baby.”
• Jarvis identified XLR8’s roller-like feet and estimated his speed, while Tony considered how to counter him.
• Tony concluded that XLR8 might be an extraterrestrial and told Jarvis to monitor New York cameras and investigate the man XLR8 had killed.
• Tony ordered Jarvis to create a file called “Alien.”

Ben tested Upgrade by merging with Tony's Mark 3 armor, discovering that he could control and reshape it but that its modifications vanished when he separated. As night fell, Aunt May waited anxiously for Peter, who had failed to pick her up, and a black figure rushed toward her from the end of the street.

• Ben examined the disassembled armor as Grey Matter and studied how its systems worked.
• Ben transformed into Upgrade and merged with Mark 3, controlling the armor and reshaping its weapons.
• The Omnitrix forced Ben out of Upgrade, and Mark 3 collapsed into scattered parts as its modifications disappeared.
• Ben considered whether Upgrade could devour technology like Goop, then continued using Alien Hero while waiting for the Omnitrix to recharge.
• May waited for Peter in the cold after he failed to pick her up, grew worried about his safety, and saw a black figure rush toward her.

Benny brought Aunt May home after Peter forgot to pick her up, then stayed with her while Uncle Ben waited outside to speak with Peter about his fixation on his parents. Benny feared the argument could lead to Uncle Ben’s death, and the chapter ended as Peter returned home.

• Benny found Aunt May waiting beneath a streetlamp and told her Peter had gone to see Connors, so Benny had come to get her.
• Benny and Aunt May walked home, where Uncle Ben was waiting and recognized that Benny was covering for Peter.
• Uncle Ben insisted on waiting outside for Peter, while Benny worried that their coming argument could lead to Uncle Ben being shot.
• Benny comforted Aunt May and discussed making dinner with her as they waited inside.
• Peter returned home.

After Peter forgot to pick up Aunt May while working with Connors on the Gene Lock, Uncle Ben reassured him and reminded him that great power came with great responsibility. Later, Peter and Ben worried about the cost of feeding their enhanced appetites and began discussing how to use their powers and earn money.

• Peter rushed home, learned Benny had picked up Aunt May, and apologized to Uncle Ben for forgetting her.
• Uncle Ben comforted Peter, reminded him that he and Aunt May loved him, and told him not to make May worry again.
• Ben joined Peter and Uncle Ben at the door, and Uncle Ben told Peter to go along with Benny's excuse so May would not worry.
• Peter and Ben ate a great deal, then discussed how their Superpowers had increased the household's food expenses.
• Peter suggested underground boxing matches to earn money, but Ben firmly rejected the idea.
• Peter proposed using their Superpowers to make the world a better place.

Ben warned Peter that revealing his identity as Spider-Man would put Uncle Ben and Aunt May in danger, but accepted that Peter still wanted to become a hero. Ben then showed Peter a stack of designs for a Spider-Man suit, despite insisting he did not want to be a superhero.

• Peter urged Ben to become a hero with him, but Ben said he wanted no part of it.
• Ben warned Peter that fame would bring danger and that criminals could target Uncle Ben and Aunt May if Spider-Man's identity became public.
• Peter accepted that he needed to protect his identity but remained determined to do good as Spider-Man.
• Ben sat Peter at the desk and showed him suit designs, surprising Peter because Ben had also named the hero Spider-Man.

Ben considered ways to fund Primus Technology while keeping the Omnitrix secret, then called Harry Osborn with a plan. Peter chose a Spider-Man suit design and began thinking about how to develop suitable web material.

• Peter teased Ben about secretly designing Spider-Man suits, and Ben insisted he only wanted to avoid wearing an ugly one.
• Peter chose a red-and-blue suit design and began considering how to create strong, biodegradable Silk.
• Ben decided he wanted to start Primus Technology to improve Uncle Ben and Aunt May’s lives, but he lacked funding and a suitable project.
• Ben considered researching the Omnitrix’s advanced technology but worried that revealing it would draw S.H.I.E.L.D.’s attention and put his inventions at risk.
• Ben called Harry Osborn and reminded him that he wanted Uncle Norman to see him in a new light, then announced that he had a plan.

Benny asked Harry to fund a company developing advanced nanotechnology, but Harry doubted the proposal after reading Benny’s technical document. Benny realized he had overestimated how readily humans could understand Grey Matter’s ideas, leaving the plan in need of a more credible approach.

• Harry met Benny at a Slush Shop after sneaking out of boarding school, and Benny proposed starting a company.
• Benny revealed that he wanted to develop nanotechnology, prompting Harry to warn that the field would require far more money than he could provide.
• Benny handed Harry a document outlining his nanotechnology concepts and claimed he had already made progress.
• Harry admitted he could not understand the document and considered its ideas too unrealistic to support.
• Benny realized that Grey Matter’s alien intelligence had made him underestimate the difficulty humans would face understanding and building the technology.

Ben persuaded Harry to fund a technology company without involving Osborn Corporation, and the old friends reunited with Peter at the Parker home. Harry arrived just as Peter was working on Spider-Man suit designs and a Web Shooter.

• Harry agreed to show Ben’s technology document to his father, but Ben stopped him and shattered the Slush Shop’s glass table by accident.
• Ben told Harry he wanted to build Primus Technology with Harry’s help alone, and Harry agreed to invest tens of millions of dollars despite asking for only a small share.
• Harry insisted Ben take him to see Peter, and they headed to the Parker home after discussing the company.
• Peter worked on a Web Shooter and Spider Suit designs, hoping to ask Ben which suit he liked.
• Ben and Harry arrived at Peter’s room, where Harry greeted Peter and asked about the sketchbook in his hands.

Peter distracted Harry by playing games while Benny considered how to start a civilian electronics business and obtain a laboratory. At Osborn Enterprise, an executive seized Dr. Connors's unfinished serum and equipment and ordered immediate human trials, leaving Connors devastated.

• Peter hid his room's secret from Harry and led him to Benny's computer to play a game.
• Benny planned to develop civilian electronics, build a reputation, and eventually set up a secret laboratory beneath Uncle Ben's house.
• An Osborn Enterprise executive interrupted Dr. Connors's work and ordered him to begin human trials of the unfinished serum.
• Dr. Connors refused, so the executive's group removed the laboratory equipment and took the serum.
• The executive told Dr. Connors that Osborn owned the research, and Connors was left shattered.

Ben helped Peter plan a Spider-Man suit, then secretly followed him on his first night out as a hero. Ben transformed into Ghostfreak, found he could control the alien body, and confirmed that transforming diluted his Spider Gene; he left Peter to patrol alone and went off to enjoy the night.

• Peter asked Ben if he wanted a suit so he could swing through New York, and Ben chose the Advanced Suit design.
• Peter tried to turn Ben’s Little Broken Watch into a Web Shooter, but Ben refused and warned Peter that Liz was not right for him.
• After Peter left for his first night as Spider-Man, Ben followed him and transformed into Ghostfreak to test whether they would sense each other.
• Ben found he had control of Ghostfreak’s body and felt powerful, then confirmed that he and Peter did not sense each other while Ben was transformed.
• Ben followed Peter as he fought petty thugs and talked nonstop, then fled into the darkness to enjoy the night on his own.

Ben flew over New York and entered Stark Tower to study Tony’s Arc Reactor and Jarvis. While Tony watched footage of a Lizard Man on the Williamsburg Bridge, Ben possessed him.

• Ben saw Curt Connors leaving Osborn Tower after becoming the first test subject and considered recruiting him and Doctor Otto later.
• Ben entered Stark Tower to examine Tony’s Arc Reactor and artificial intelligence.
• Jarvis showed Tony footage of a Lizard Man on the Williamsburg Bridge, and Tony wondered what the creature was.
• Tony noticed a red-and-blue figure pass through the footage, then Ben’s translucent shadow slipped into his body.