Ben Reilly, the beguiled clone of Peter Parker finds himself as the sole Spider-Man. With the powers of super-strength, super-agility, enhanced dexterity, super-stamina, enhanced durability, and an early warning danger-sense, Ben Reilly must bear great responsibility with his great power!

The Spectacular Spider-Man Chapter One: "New Lessons, Shattered Lives"

Written By Mick Edwards

-SSM-

Ben crawled to the highest point of Four Freedoms Plaza, he looked down at his home – New York City. Reconstruction had been going on for months since the defeat of Onslaught, the attack of the Sentinels under his command, and the loss of many great heroes. Ben wore a new variation of his costume, it contained the famous color-scheme, but the chest symbol was smaller, the web pattern was smaller. His gloves and boots were completely blue. The big red spider returned on the back of his uniform, it was no longer a large spider, but it was shaped like an actual spider and was not quite as big as the old one. His mask remained the same. The Daily Grind was a goner, so Ben had to look for new work. He received a job with the new Stark Enterprises that went through a reorganization. Led by Virginia Potts, with her vice president James Rhodes, and chairman Vincent Germane Stark – the half-brother of Anthony Stark, the former Invincible Iron Man. Vincent remained over seas, living in England where he set up his own company. Germane Inc. A military weapons developer for anyone who could pay his price. Vincent was a genius, like his half-brother. Yet, he had less experience, was prone to act impulsively, and did not have Tony's work ethic. Upon being found through Tony's will, and given position as chairman of the board, Vincent brought much needed new ideas into the company. Stark brand ideas. His designs were more practical, less flamboyant than Tony's, and were known their simplicities.

Ben worked as a researcher in the bio-chemistry lab, his job to work on the new medical division that Virginia insisted the company needed. Since he could log his own hours, Ben spent his time as Spider-Man and working nights on the tasks of creating software that speed up the process of creating new drugs to combat cancer, HIV, etc.

The city still had areas that were not nearly complete. Ben leaped off Four Freedoms Plaza, firing a web-line and swinging through the city. He saw construction workers in all the desolated areas. He saw former Avengers helping with the rebuilding. Ben considered aiding them, he didn't. He knew some did not trust him implicitly. That lack of trust made him feel like an outsider, just like when he roamed the country. Returning to Stark Enterprises, he logged himself in after changing. He knew that getting lost in his work would help ease his depression.

-SSM-

Natasha Romanov stood in the ruins of Avengers Mansion, Dane Whitman, Bill Foster, Wanda Maximoff, and Pietro Maximoff were with her. They mourned the loss of the Avengers. All of them wore their trademark costumes. Preparing to leave, they found Vincent Stark standing at the door, a smile on his face. Vincent had graying blonde hair, blue eyes, and a sharp black suit. He walked in the midst of them, and looked around.

"The world needs the Avengers," said Vincent with his British accent. His mother was a British starlet, a girlfriend of Howard Stark prior to Howard meeting Maria. He is two years older than Tony, forty-two years of age. Natasha pressed her slender finger against Vincent's chest, an angry look on her face.

"We lost friends, loved ones, and comrades, how dare YOU come here!"

Vincent raised his hands, "Listen, I know all that."

He looked at each one of the remaining Avengers. "You five can be the founders of a new team, I can provide the funding."

Pietro got in Vincent's face, his speed making him a relative blur. "Why should we trust you?"

"Because," said Vincent with a sly smile. "I can provide you with a new headquarters, transportation, and nearly limitless resources."

Bill rubbed his chin, "He makes an interesting point."

"How can you say that?" asked Wanda with her hands on her hips. "He is a weapons manufacturer for terrorists!"

"I may be that," said Vincent. "Answer yourself this, how will you continue without funding, without the equipment?"

"In fact, would you really let this legacy die?"

The five former Avengers looked at one another, Natasha crossed her arms.

"I think I speak on behalf of all of us, we have three conditions."

Vincent chuckled. "Of course, let's do business."

-SSM-

Much hoopla went through the city, the news networks reported a new Avengers team being formed, one of the images showed the new headquarters, the Pavilion. A massive complex located on a thirty thousand ton sea platform with artificial flora, a solar generator, two hydro-electric generators, and a plasma turbine generator. The Pavilion contained living quarters, a training room, a medical lab, a strategy room, lavatories, kitchen, gymnasium, swimming pool, press room for holding press conferences. The sub-levels that lay below sea level contained five foxfire sub-orbital capable jets with defensive weapons, super-sonic flight, GPS, radar, sonar, med-bay, and light-ray communications systems capable of sending video and audio at light speeds enabling vast distance communication. Ben was contacted through a promotional banner that was situated on the Daily Bugle.

He walked in seeing Natasha in a revamped version of her uniform, an African American he had never met before, a Jewish man and woman who looked similar, and a man in knight armor.

"Welcome, Spider-Man."

"What was that message for me about?" he asked.

"We are rebuilding the Avengers, I know that you used to have reserve membership."

"Yeah, I did," Ben lied. "Are you guys asking me to rejoin?"

"Yes, but we will be working independently of the government under the purview of new SHIELD program."

"That's good, I think." Ben rubbed his head, he felt out of place.

"I want to know if you will either take membership on the main team, or the reserve team?"

"Who is on the main team?" he asked.

"Me, Dane Whitman also known as Black Knight, Pietro and Wanda Maximoff – Quicksilver and Scarlet Witch." Natasha pointed at the African American. "And Bill Foster, Giant Man."

Ben lowered his head, "I appreciate the offer...I just don't know if I'm cut out for teams..."

"Then take reserve membership, you will only be called in extreme situations."

Ben nodded his head. "Ok."

"Now, if you will join us, we need to pick a sixth member of the main team."

"Um, should I be in this meeting?"

"Normally, no, but since you have met some of the heroes we will be looking at – we could use your advice."

Natasha, Ben, and the others went into the strategy room, a dossier of available superheroes cataloged by SHIELD played on the holographic screen. The images of Richard Kirk Ryder (Nova), Nita Prentiss (Namorita), Samantha Kayla Dunbar (Failsafe), Suzanne Lauren Sherman (Savia, formerly Ultra-Girl), Troy Jason Rollins (Aegis), Tyrone Darien Johnson (Cloak), Tandy Gabriela Bowen (Dagger), Rina Hadi Patel (Timeslip), Rafael Del Carago (Helix), John Keith Aman (Prince of Orphans), Brunnhilda (Valkyrie), Marc Andrew Spector (Moon Knight), Paul Leo Provenzano (Vest), Elizabeth Jane 'Betsy' Braddock (Psylocke), Christopher Patrick Powell (Darkhawk), Julia Eugenia Cornwall Carpenter (Ariadne), Jessica Miriam Drew (Spider-Woman), Beta Ray Thor (ally of Thor, and the one of remaining beings with powers of the Aesir), Lucas James Cage (Luke Cage, formerly Power Man II and Carl James Lucas), Daniel Thomas Rand K'ai (Iron Fist), Miranda Casey Rand K'ai (Formerly Death-Sting), Kadri Nada Sabah (Desert Eagle), Calvin Montgomery Rankin (Mimic), Victoria Paisley Starr (Shooting Star), Drew Lamont Daniels (Texas Twister), and Aaron Garvin Stack (Machine Man).

"Which ones should join our main ranks, and our reserve ranks?" Natasha looked to Ben, but was addressing everyone.

"I don't recognize too many of these faces, but I know that Cloak, Dagger, and Ariadne are good people."

Wanda looked briefly at Ben, then at the dossiers. "I've met Paul Provenzano, he was nothing more than a mobster, though he claims to be reformed, but I think it is only because he is attracted to me."

"He's also a pig," said Natasha. "I have met him too."

"Suzanne, or Savia as she calls herself would bring a lot of power to the team," said Bill.

"She is inexperienced," said Dane. "We could put work into her, but she could also be a liability."

"We need the power," said Pietro. "With She-Hulk, Hercules, Thor dead, and no Iron Man – I think we should not exclude anyone that can be useful."

"I...have to agree with Pietro, Suzanne can be heavy hitter we sorely need."

Natasha nodded. "Very well, we will put it to a vote later."

She looked to where Ben had been standing he was gone. "Seems our first reservist decided to take his leave."

-SSM-

Ben stood atop a gargoyle, looking over Manhattan. He suddenly heard a familiar laugh, he looked around, but saw no one. His spider-sense screamed a warning, he leaped off the gargoyle, it exploding behind him and covering him in granite dust. He fired a web-line to an adjoining building and swung over to its side where he took hold.

"What was that?" asked Ben.

He looked up and saw a familiar figure streaking through the sky, clad in orange and blue, his yellow face with red eye contact lens staring down at him. The Hobgoblin flew off cackling in the night sky.

-SSM-

Virginia Cadence Potts, CEO and co-majority share holder went into Vincent Stark's office. She looked around for him since he had not shown up for this morning's board meeting. A palm reader was fixed to a spot near his bookcase. She placed her hand on it and the bookcase slid aside. Virginia walked into the dark path until she came to the end. She found Vincent standing in front of an Iron Man armor, different from the one Tony wore. It looked slightly similar to the Silver Centurion unit, but sleeker.

"What have you done?"

Vincent turned, almost as expecting her to find out his secret.

"This is the crowning piece of the prestige I will return to Stark Enterprises, this is the wave of the future – the return of Iron Man!"

End of Chapter One

Next Chapter Two "Echoes Of Nightmares To Come"

Notes: Samantha Kayla Dunbar doesn't exist in the mainstream Marvel Universe, she was born of Franklin Richards Heroes Reborn universe, and was a constant ally of Doctor Doom when he was there. In that reality she had microwave emitting powers, capable of generating throwing shaped microwave energy blades. In my version, she is quite different.

Unfamiliar middle names for characters listed without ones are based on 'creative license'. Desert Eagle is created and own by Mick Edwards as is Vincent Germane Stark. They are both original creations and have no intended similarities to any existing characters. This includes unfamiliar ret-cons of history during and after the Onslaught saga.

This fan-fiction is made for fun and is no way to intrude on Marvel Comics copyrights. I do not claim ownership of any of Marvel's licensed catalog of characters, save my own creations and this story.