At the offices of the Daily Bugle, J. Jonah Jameson sat at his desk, business as usual until something blew up right through the wall. It was the Green Goblin on his glider, laughing insanely as always.

Jameson grimaced at the Goblin and yelled "What do you think you're doing? Do you realize how much that wall will cost to fix?!"

The Goblin flew over to the front of Jameson's desk, and leapt off his glider into the seat. "It'll be worth it, . You see…I have pictures of Spider-Man's secret identity."

Jameson's face went to shock, but then to a wide smile. "Well? What are you waiting for? Show 'em!"

The Goblin reached into his bag and pulled out photos of Peter Parker putting on the Spider-Man outfit. "Take a peek for yourself, ol' Jolly Jameson. These are 100% legit pics of your…esteemed photographer putting on the outfit."

Jameson grabbed the photos and ripped them to pieces. "I figured that much." He said with a grin "You target his girlfriend and his aunt…he somehow gets these pictures of Spider-Man, it would only be so long until I would put together the pieces."

The Goblin backed out of his chair in surprise. "How…how did you know I was the one who targeted his aunt?"

"It's simple" Jameson explained while puffing his cigar "you failed to kill his girlfriend, so you go for the other most important woman in his life. In fact, when she died that's when I figured it out and stopped printing libel about Spider-Man. Because when the boy's aunt died, I realized that he put on the mask not to protect himself, but everyone close to him. I had a hatred of men in masks, what do they have to hide? But sometimes they don't hide themselves, but they hide the ones they love. Unlike the masked man who killed my wife…"

The Goblin's shocked expression turned to one of rage. "THEN YOU SHALL JOIN HER!" he screamed as he pulled out a knife from his bag.

Suddenly gunfire filled the air and in the doorway to Jameson's office was Robbie Robertson, holding a shotgun. "I'd advise you step away from my boss, you masked freak."

The Goblin turned around to Robbie, noticing the dents the bullets left on his armor. "Don't make me kill you too, inferior creature."

Robbie's brow furrowed. "Inferior creature, I didn't know a man with green skin could judge a man by color."

The Goblin laughed. "I'm not judging you by color! I consider everyone inferior under me! But enough about me…I think I better get going." The Goblin then threw down a smoke bomb and he was gone.

Jameson peeked out from under his desk. "Since when did you carry a shotgun, Robbie?"

Robbie sighed and looked down. "I always got one, . I kind of live in fear…a fear that my past could come back, and by that I mean Lonnie Lincoln."

"Lonnie Lincoln? You mean…Tombstone?" Jamesone asked in astonishment.

Robbie smiled and laughed, if only to hide his fear of that name. "Sure do, J.J. He was a real piece of work, even back then. But ever since the Hobgoblin incident, he seems to have faded. I do have to wonder where he went."

Jameson shrugged it off and sat at his mess up desk and continued writing his paperwork. "I wouldn't worry about it."

Into the office walked Peter Parker, who looked around and asked "What…happened?"

Jameson put his hand and Peter's shoulder. "Long story…look kid, I should tell you something."

"Like what?" Peter joked "Asking for me to take another pay deduction?"

Jameson laughed but then got real stern real quick. "You're a real jokester, I like that. You always were a good kid, even when you put on that silly red and blue spandex."

Peter looked at Jameson with wide eyes. "What…what do you mean, Jolly Jonah?" he asked, very bewildered.

"I mean I know you're Spider-Man," Jameson began "I haven't been easy on ya, I know…but people in masks just scare me. A man in a mask killed my wife, you know…I thought you hid in a mask to protect yourself, but you did it to protect the ones you love. I kind of always knew this…but I felt jealous of how…good you were, and I felt I'd never be that good or looked up to…"

Peter smiled at Jameson and scratched his head. "I…don't know what to say, …"

Jonah then smirked right back at him and replied "Don't say anything. You're like the son I never had, Parker. Before Tony Stark paid for your aunt's funeral, I was about to. And before I heard you got a place to stay, I was more than willing to pay for your apartment."

Peter just stood there awkwardly. "Well…thanks, …I mean…" he then directed his eyes to Robbie, who heard everything.

"Don't worry about me, Pete. I pretty much knew for the longest time too. I'll continue to keep your secret." Robbie assured Peter while beaming.

"You guys…I mean…"Peter tried to say but he just couldn't "You're just…the best."

Elsewhere in the streets of New York, a lone person dressed as Spider-Man in the black suit walked through the road. His suit was torn, and the white symbol was just barely visible as were the white eyes, but most eye-catching was the long flowing brown hair coming from the back of the mask, and the purple cape he wore around his shoulders.

Suddenly, he looked to the sky to see the Scarlet Spider swinging through the air. This caused the black dressed man to swing with him.

Ben looked at the man swinging and asked "Oh boy, another Spider? What's your story, buddy?"

The man did not reply. Ben once again spoke to him. "C'mon, you gotta level with me. Tell me about yourself."

The man then leapt from his web and tackled Ben onto a roof. "You want to know about me?" he asked in a raspy and deranged sounding voice "I'll tell you all about me…I hate you…"

Ben frowned. "But we hardly even know each other."

The man pushed Ben into the ground further, his angry expression could be seen through his mask. "You don't know me, but I know you…brother. You're the perfected clone…the clone that got all of Parker's good genes…but me…I'm the one who got the bad stuff. I'm a failed clone, the one who was created only so YOU could be created. I am…KAINE!"

Ben gulped as he asked "Wait…you mean…clones? I'm not the first?"

Kaine slammed his fist into the ground as he growled. "NO! You took my place!" He then removed his mask, revealing a hideously scarred, but still recognizably Peter Parker face. There was skin peeling off of the mask as he removed it, one of his eyes were a blank white and far bigger than his normal looking other eye, and his mouth had skin missing from it on the other side, allowing Ben to see the crimson flesh around his cheeks and gums.

"What's wrong with your face?!" Ben screamed as he tried to escape Kaine's grasp.

"I'm the flawed prototype, Ben!" Kaine screeched "I'm slowly dying!" he then removed his glove to reveal blisters and rotted skin peeling from the flesh. "I was created so YOU could be born! I'm dying so that YOU can live! It isn't fair…so I shall your life from you so we get equal treatment…"

Ben shoved Kaine off. "We can try helping you, Kaine!"

Kaine growled once more and shot webs at Ben's feet. "There's no saving me, brother. I'm far too gone! But now I can drag you with me!"

Ben leapt up above the webs and shot webs at Kaine's face. "It doesn't have to be this way! We can find a cure to your regression! Please just let me help!"

Kaine ripped the web from his face and lunged at Ben, revealing his claws. "I don't need YOUR help! I will prove myself better than you before death, brother! That'll show who should've been the prototype!"

Ben grabbed Kaine as he lunged and threw him. "There's no choice in who would've been the prototype or otherwise! Change now and neither of us have to be the 'inferior' clone!"

"Lies! All lies! You're seeking to betray me later on!" Kaine screamed as he slammed into the concrete of the roof. He got back up and ran at his 'brother.'

Ben kicked Kaine in the face and continued to try and convince him to join him. Kaine continued to deny. Suddenly, Kaine was outmatched. For Silk had suddenly appeared behind Ben. "Nice of you to show up." Ben said as he looked to her.

Kaine looked at them both and just attacked, but was quickly and swiftly taken out by the Spider-Team.

"What do we do with him?" asked Silk.

Ben looked at Kaine with sympathy. "We need to get him to S.H.I.E.L.D. and see what they can do with him…and see if they can help him…"