Chapter Summaries

Ben possessed Tony Stark to inspect Jarvis's underlying code and search for another arc reactor, but he had to escape when Pepper arrived. He left Tony's body unnoticed by Pepper, though Jarvis glimpsed his shadow.

• Ben possessed Tony and noticed a dormant sphere of consciousness that he suspected might be the Intelligence Stone.
• Ben asked Jarvis to display its underlying code and learned that Tony had given the other arc reactor core to Pepper.
• Pepper entered the laboratory, worried about Tony's lack of sleep, and Ben avoided her touch while pretending to be hungry.
• Ben used Pepper's turned back to leave Tony's body and vanished before Jarvis could verify the shadow it saw.

Tony dismissed Jarvis’s evidence of a shadowy figure as a result of exhaustion, while Ben returned home and worked on copying Jarvis’s code to build an artificial intelligence. Peter came back after encountering a Lizard Man and told Ben what had happened, but Ben teased him for believing in one.

• Pepper brought Tony snacks and insisted he rest after he had barely slept for three days, and Tony shut down Jarvis’s projection without hearing about the shadowy figure.
• Ben climbed down Stark Tower, returned to Queens, and transformed into Grey Matter to copy Jarvis’s code on his computer.
• Ben considered how to raise money for a supercomputer and phone production, briefly thought of Felicia, then rejected the idea because her mother controlled the Hardy Foundation’s wealth.
• Peter arrived through Ben’s window, described fighting a Lizard Man, and admitted he had let him escape.
• Ben teased Peter about his story, and Peter complained that wearing the Spider Suit had given him heat rash.

Benny handled plans to start a company while Peter sought help against the Lizard Man, and the brothers learned that Uncle Ben had lost his job. Benny suggested Peter sell Spider-Man photos to the Daily Bugle to help the family, and Peter eagerly agreed.

• Benny read Harry's message confirming the funds and paperwork were ready, then planned to meet him at Williamsburg Bank after school.
• Peter asked Benny to go to Osborn to investigate the Lizard Man, but Benny declined because he had other business.
• Uncle Ben showed them a Daily Bugle headline condemning Spider-Man, and Benny reassured Peter that people online supported him.
• After Benny and Peter left for school, they overheard Uncle Ben tell Aunt May that he had lost his job and worried about paying for their college.
• Peter said they should help Uncle Ben, and Benny proposed that Peter sell Spider-Man photos to the Daily Bugle.
• Peter agreed enthusiastically, saying he had a camera and knew where to find Spider-Man.

Ben went to school with Peter and agreed to study with Felicia, while keeping his focus on earning money and working in the lab. After school, he met Harry at Williamsburg Bank and found Norman Osborn waiting with him.

• Ben, Peter, and Mary Jane rode the school bus, where Flash excitedly discussed Spider-Man's fight with the Lizard Man.
• Peter mistook Liz sitting beside him on the bus for a sign that she liked him, and Ben told him she had only been pushed aside by Flash.
• Felicia invited Ben to join a study group, and he agreed to find a time, making her delighted.
• Ben parted from Peter after school and went to Williamsburg Bank to meet Harry.
• Ben arrived and saw that Harry was accompanied by his father, Norman Osborn.

Benny met Norman Osborn and explained Primus Technology’s plans while avoiding details about its nanotechnology. Norman approved of Benny and promised extra funding, seeing Primus as a possible safeguard for Harry and Osborn Corporation.

• Benny greeted Norman Osborn, who praised him and urged Harry to learn from him and Peter.
• Benny described Primus Technology’s early plans in communications and medicine, keeping its nanotechnology plans vague.
• Norman recognized that Benny wanted to keep Primus independent and decided to support the company instead of claiming its technology.
• Norman promised Primus additional funding and said he trusted Harry to work with Benny.
• Benny suspected Norman knew he was dying and wondered whether someone was plotting his death.

Benny resolved to protect Norman and Harry from the Osborn family’s hereditary disease, while delaying treatment until he could conceal the Little Broken Watch’s role. Peter went to Osborn Tower seeking Connors and asked how predators found reptiles, prompting Connors to question his motives.

• Benny considered curing Norman and Harry’s hereditary disease and decided to wait until his laboratory was ready before treating Norman.
• Norman left after taking a grave phone call, and Harry apologized to Benny for his father learning about their plans.
• Benny explained that inventions made with Osborn Corporation’s equipment might belong to the company, and Harry wondered when they should tell Peter about the laboratory.
• Peter entered an empty Osborn Tower and found Connors’s laboratory ransacked, with its equipment gone and the staff absent.
• Connors claimed he had given everyone a week off and insisted reptiles had no predators because they ruled the food chain.
• Peter asked Connors how predators found reptiles, and Connors suspiciously asked why Peter wanted to know.

After discovering that Dr. Connors had become the Lizard Man, Peter blamed himself and failed to convince the police. Gwen urged George Stacy to take Peter’s warning seriously, and George ordered an investigation into Curt Connors.

• Peter realized that Dr. Connors had become the Lizard Man after seeing a mutated mouse in the laboratory, and he blamed himself for sharing his father’s formula.
• Peter went to the police station to warn George Stacy, but George dismissed his claims and suspected Spider-Man had worked with the Lizard Man.
• Gwen greeted Peter at the station, and George pulled her away while Peter remained troubled about Connors.
• Peter decided to return and ask Ben for help finding Dr. Connors.
• Gwen told George that Peter rarely lied and revealed that Osborn had given its staff time off, prompting George to order an investigation into Curt Connors.

Benny agreed to help Peter find Curt Connors but refused to search the sewers with him, reasoning that Connors would likely hide in a damp, dark place. He urged Peter to prepare for the encounter and offered to help make an antidote using Peter’s father’s notes.

• Peter found Benny and asked him to help locate Connors, blaming himself for the doctor’s transformation into the Lizard Man.
• Benny reassured Peter that Connors’s choices were not Peter’s fault and deduced that Connors might be hiding in New York’s sewers.
• Peter tried to rush off to find Connors, but Benny asked how he would stop or cure him if he transformed again.
• Peter admitted he was unsure he could create an antidote, and Benny offered to help if Peter brought him his father’s notes.

Ben used Grey Matter’s intelligence to hack Osborn Enterprise’s network and analyze Peter’s father’s research, developing treatments for the Lizard Serum and Peter’s unstable genes. He headed for Osborn Tower after dark, while a gaunt old man inside praised a vial of Lizard Serum.

• Ben took Peter’s notebook and sent him to find Connors while he went to Osborn Tower to use its equipment.
• Ben transformed into Grey Matter, bought a laptop, and hacked Osborn Enterprise’s network in less than three minutes.
• Ben found flaws in Richard Parker’s research and realized Peter faced a future risk of mutating like Connors.
• Ben derived a gene-stabilizing drug for Peter and a medical version of the Lizard Serum, then wrote down the preparation steps.
• After transforming back, Ben headed toward Osborn Tower under cover of night.
• Inside Osborn Enterprise, a gaunt, white-haired old man praised a vial of Lizard Serum.

Benny prepared the Lizard Serum in Connors's abandoned lab while Peter tracked the Lizard Man through the sewers. Both were ambushed, and Benny discovered Doctor Animo was behind the attack.

• Benny entered Connors's lab in Osborn Tower and began preparing the Lizard Serum, unaware that mutated White Mice were watching him.
• Peter built a web trap in the sewers and set up his camera, hoping to photograph Spider-Man fighting the Lizard Man for the Daily Bugle.
• Peter followed a gathering swarm of lizards through the sewer, then was struck by a sudden pain and confronted a huge creature looming above him.
• A mutated mouse-lizard lunged at Benny, but his Spider-Sense warned him and he dodged by backflipping onto the ceiling.
• Benny heard Doctor Animo declare that he would not let the boy ruin his plan and recognized him.

Ben confronted Doctor Animo, who had arrived in the Marvel Universe and planned to use the Gene Variator to turn people into Mutant Creatures. Animo unleashed mutated laboratory mice on Ben while he escaped to pursue the Lizard Man and improve the Lizard Serum.

• Ben recognized Doctor Animo and asked how he had ended up in the Marvel Universe.
• Doctor Animo complained that he had lost his chance at the Truth Prize and decided to make Earth a paradise for Mutant Creatures.
• Animo showed Ben a blurry image of the Lizard Man and revealed his plan to turn everyone into Lizard Men.
• Animo mistook Ben for Spider-Man, then mocked him for being weak and failing to evolve.
• Animo sent a swarm of mutated White Mice after Ben while the Little Broken Watch was still on cooldown.
• Animo retreated into the darkness to find the Lizard Man and improve the Lizard Serum.

Peter fought Connors’s Lizard through the sewers while Benny faced Doctor Animo’s mutated creatures inside Osborn Tower. As the monsters cornered Benny, he transformed into Diamondhead and broke the giant spider’s chelicerae.

• Peter struggled against Connors’s immense strength in the sewage, kicked him away, and fled, but the faster Lizard pursued him through the pipes.
• Benny stalled the Lizard Monsters in Osborn Tower, smashed them with a lab bench, and escaped the laboratory as they tore through the wall after him.
• Benny fought his way through the pursuing monsters, using one as a weapon and throwing it into the others while trying to lure them to the roof.
• A giant mutated spider attacked Benny and nearly cut him in half, but Benny transformed into Diamondhead and snapped off its chelicerae.

Ben transformed into Diamondhead and slaughtered the Lizard Monsters inside Osborn Tower. He encased the tower in crystal to prevent the survivors from escaping and prepared to finish them with crystal Gatling guns.

• Ben used Diamondhead's blade to split the Spider Monster in half.
• Ben charged through the Lizard Monsters with spinning blades, killing many and learning that severing their heads or torsos stopped them from regenerating.
• Ben crystallized Osborn Tower, trapping the remaining Lizard Monsters inside.
• Ben formed Gatling-like crystal weapons in his palms and aimed them at the trapped monsters.

Ben met the Ancient One after she returned his serum, and she explained that Noah’s Ark had weakened the barriers between universes and brought a Multiverse Crisis forward. She asked him to remain at Kamar-Taj and become the new Sorcerer Supreme.

• Ben finished off the Lizard Monsters in Osborn Tower and prepared to return to Connors's laboratory for the serum.
• The Ancient One arrived through a portal, returned Ben's serum, and said she had been watching him.
• Ben went with the Ancient One to Kamar-Taj, where she explained that Noah’s Ark had prematurely weakened the Multiverse barriers and could bring more beings like Doctor Animo into his universe.
• The Ancient One told Ben that only Noah’s Ark could stop the crisis, then asked him to stay at Kamar-Taj as the new Sorcerer Supreme.

Ben rejected Ancient One’s offer to become the Sorcerer Supreme after she revealed his unique potential to wield the Energy of the Universe. Back home, he worried about the damage to Osborn Tower and planned to repay Norman by helping cure his and Harry’s genetic defects, then found an injured, sewer-soaked Peter at his window.

• Ancient One told Ben that his Energy of the Universe talent could make him the greatest mage in history, but Ben refused to take on the duties of the Sorcerer Supreme.
• Ancient One sent Ben home, then told Baron Mordo that Ben might become a new Dimensional Demon God.
• Ben worried that the destruction inside Osborn Tower would hurt Norman and planned to help Norman and Harry cure their genetic defects.
• Peter arrived at Ben’s window exhausted and covered in sewer water, with a bloody wound on his chest.

Benny treated Peter’s wounds and gave him the antidote, while Connors discovered Peter’s identity and decided to kill him. As Osborn Tower’s crisis unfolded, Norman revealed his plan to buy Osborn Corporation shares through Primus Technology and reclaim the company.

• Benny gave Peter the antidote to the Lizard Serum and said they needed to find the source of Peter’s developing powers.
• Lizard followed Spider-Man’s webbing to a camera, learned that Spider-Man was Peter Parker, and decided to kill him.
• Peter read that Osborn Tower had been sealed off, and Benny explained that the company’s scandal could affect Harry and Norman’s control of Osborn Corporation.
• Norman ignored the crisis and the Board of Directors’ calls, telling Harry that Osborn Corporation no longer truly belonged to him.
• Norman told Harry to contact Benny and prepare Primus Technology to buy Osborn Corporation shares when the stock price fell to its lowest point.

Benny prioritized building Primus Technology over helping Peter find Doctor Animo and declined weekend plans with Mary Jane and Felicia. When he realized Felicia might help him buy scientific equipment, he asked her about it, and she eagerly claimed she knew all about it.

• Benny considered buying Osborn shares but decided Primus Technology deserved his early funding more.
• Benny turned down Peter's invitation to look for Doctor Animo because he had work to do on Saturday.
• Benny declined Mary Jane's invitation to watch her band rehearse, despite her disappointment.
• Benny told Felicia he could not attend her study group, then called her back to ask whether she knew where to buy scientific equipment cheaply.
• Felicia, who knew nothing about buying equipment, enthusiastically told Benny that she knew all about it.

In the sewers, Doctor Animo recruited Connors with promises of combining their experiments to create a stronger species, and Connors agreed to target Spider-Man. At Midtown High School, Ben’s Spider-Sense warned him just before Connors burst through the restroom floor beneath a toilet.

• Connors, convinced he could save humanity by transforming it, encountered Doctor Animo in the sewers.
• Animo revealed his gigantic mutant bullfrog and praised the power of his Gene Variator.
• Animo proposed combining his mutant genes with Connors’s Lizard Serum to create greater species and a new civilization.
• Connors agreed that they should eliminate Spider-Man, and Animo produced a tiny orange crystal he called amber.
• At Midtown High School, Ben’s Spider-Sense went off as Connors broke through the restroom floor while pushing up a toilet.

Benny encountered Connors, who had mutated into a much larger Dinosaur Man and was hunting Peter at the school. As Benny went to retrieve the antidote, Mary Jane and Felicia searched the panicked crowd for him, and Mary Jane realized Felicia was looking for Benny too.

• Connors crawled out of a restroom, recognized Benny was not Peter, and headed into the school corridor to find Peter.
• Peter tried to stop Connors with Silk, but Connors broke through a wall and overwhelmed the narrow corridor.
• Benny told Peter he would fetch the antidote he had brought to school and ran toward the classroom.
• Benny pushed against the fleeing crowd while Mary Jane struggled through it and found Felicia.
• Mary Jane asked Felicia whether she had seen Benny, and Felicia revealed she was looking for him too.

Benny and Peter faced Dinosaur Doctor Connors after helping Mary Jane and Felicia escape the school. The chapter ended with Connors charging both Spider-Men, while Peter warned that the serum injector could not pierce Connors’s skin.

• Mary Jane and Felicia searched for Benny and Peter, and Benny sent them toward the exit while he went to find Peter.
• Benny changed into his modified Spider Suit and swung through the school with Silk after seeing Connors overpower Peter.
• Connors nearly crushed Peter and taunted him, but Benny kicked Connors away and tossed Peter the serum.
• Peter pointed out that the serum injector’s needle could not pierce Connors’s skin.
• Connors burst through the ceiling and charged at Benny and Peter.