AN: It's cool to see such a good response from only a couple of days of posting this story. I don't have much to say this time, I just going to keep on writing until there's a good part to take like a week break, figure out more plot, then continue to write more. Thanks for reading.

…

Oh, this is a terrible idea.

I look down from the rooftop to the street below, right now I'm about three stories in the air. Is that enough to kill me with my newfound powers? Could I just land that like there's no problem? As much fun as I was having experimenting, that sounded just a bit out of my comfort zone.

Looking across the way, the building in front of me was about five stories, good, I didn't want to squish myself by making the webline to long. Taking a bit of time, I memorized the directions as best I could and put it in my pocket for later. I pulled off the rest of my clothes and stashed them in a little alcove, away from prying eyes, I'd come back for them later… hopefully.

I hopped up on to the edge of the building, taking care to not look at the street below, and shot my web at my target. The elastic substance latched on with no issue to the building's corner and I pulled the web taunt to make sure it would hold. I was trying really hard not to think too much at this time, I mean, I figured everything else out relatively easily, I could do this no problem. Right?

Ah, screw it.

With that, I lept off, holding my breath, trying not to scream.

I swung down in an arc, rushing past pedestrians and cars, nearly skating on the ground before the web pulled taunt once more, pulling me up into the air. So, here's what I discovered about web-swinging, it's fast, it's incredibly dangerous, and I wouldn't be shocked if I have a few sleepless nights thinking about that first jump. But most of all? It. Was. Fun.

I let go of the web, and for a few undisturbed moments I knew what it must feel like to fly. Up there, I let my worries go, no thoughts about clones, the validity of my existence, or giggling lunatics. As I felt gravity take hold once more, I shot another web, this time barely looking as I did so. This was easy, this was great! I never wanted to walk anywhere again!

I let out a whoop, and swung off into the night, my destination, Shea Stadium!

o-0-o

You know, it's surprising how many people don't look up. You'd think in a society where people who can fly and go around punching bad guys in the face would make them check the sky once or twice. But as I was swinging around, only a few actually stopped to look up, most just continuing on with their day. Huh, guess most people are desensitized to this sort of thing now, cool.

I've perched myself about a block away from Shea Stadium, using that nifty zoom feature my mask has. The place looks dead, all the lights are of and I can't make out any movement. This just oozes 'trap', but it's not like I have a lot of options here. Checking the time, it's about ten minutes from midnight. Okay, I've got this. I've totally got this! I just have to go in there, face down a madman, and, if she's even there, save Gwen. Simple.

Yeah, I'm gonna die.

I don't even know why I'm doing this, not really. Sure, I've been telling myself that the Jackal has got the answers I'm looking for, that he'll be able to solve all my problems, but I'm fooling myself. He thought that I was just a sack of meat until he shot me full of Spider-Man's memories. He's not going to be able to tell me why I found my way into this body before that happened, I know that. So why am I still doing this?

A old man looks up at me, he's dying. I'm putting pressure on a gunshot wound, but he's losing too much blood, I can't save him…

I shake my head as the memory strikes me, it's clearer than the others, sharper. I ignore it as best as I possibly can. It's just another of Spider-Man's memories, it's not important.

Promise me son…

I could say I'm doing this for Gwen, and that's partially true, but not completely. I don't even fully know myself, but when the Jackal threatened someone's life, something I had the power to stop? Well, it wasn't even a choice after that. I know what I have to do, even though I'm honestly terrified about the prospect of facing the Jackal. Thank God for this mask, I kind of get why Spider-Man wears it now. Yes, it's to protect the people he cares about, but also so whoever he's facing can't tell what he's thinking. Lucky for me, because I probably don't look very heroic right now.

Promise me you'll use this gift of yours the way I raised you to...

Enough stalling, I've done enough as it is. With five minutes left, I swing onto the field. Shea Stadium is a large baseball field, the stands a gigantic half circle with three levels. Landing directly on the pitcher's mound, I stand there silently waiting. After thirty seconds, nothing. Just as I'm about to move towards the stands, a single spotlight illuminates a section of the field, directly over one of the tunnels for the players to enter the field. Real suttle Jackal.

Taking the hint I slowly make my way down the tunnel, staying alert for even the slightest noise. The tunnel, just like the rest of this place, is pitch dark. I can only make out the outlines of the walls due to the last vestiges of the spotlight outside provide.

Not for money, not for fame, promise me that you'll use it for the right reason R-...

I feel more than see the area open up around me, I stop, waiting for the next sign. I hate being led around like this, playing his game, but I didn't want to risk Gwen getting hurt. Not to mention that I wasn't in any real shape to come up with a plan, I'm barely holding myself together as it is. I'd been moving through today robotically, moving from one task to the next, not giving myself time to process anything, I knew if I did I wouldn't be in any condition to help anyone.

Because if you have the power to help someone, then it's your responsibility to do so...

Reflection time slash mental breakdown later, me. Focus! From the corner of the room another light flickers on, illuminating someone tied up to a chair, a bag over their head. My senses are screaming 'TRAP!' again, but what if their hurt? God, where is this self sacrificing bullshit coming from!?

Promise me…

Urgh…

I cautiously approach the victim, senses in overdrive to try and pick up the slightest disturbance. The body is slumped over, being held up only by the ropes binding it to the chair, long yellow hair falling from the sack covering the person's head. Gwen? I rush the last few steps pulling the mask from her head. Except it's not her, lifting the sack reveals it to be nothing more than a mannequin with a wig glued to it's head.

Before I can even process this information gas starts pouring from the doll, filling the air around me. I hold my breath and leap away, did I breathe any in? I'm not sure. I turn to run for the exit, only to find that the gate's been shut, a note resting on the center of it. "Night, night Webhead."

I can see more of the gas being pushed through the vents, slowly filling the room with its noxious fumes. I'm starting to feel lightheaded. I rush around the walls of the room, trying to find another exit in the dark. What doors I find are locked tight, I try to bash the open, but with each small breath I take, the more the fumes sap away at my strength. My vision starts to fail, and the last thing I hear is the mad cackling that I'm positive will haunt my nightmares for years to come.

"Forgive me Spider-Man, but for my contest this is quite necessary. Sleep well and when you awake… You'll be a new man!"

o-0-o

"Ugh, I feel like I got hit by a truck."

Same.

I can tell that I'm back outside again, the grass of the outfield that I currently have my face buried into kind of giving it away.

I groggily lift my head, only to see my reflection do the same. We freeze in that moment, studying one another, sizing one another up. I feel a shiver run down my spine, oh hell, this is him, I can tell deep in my gut. The Original, Spider-Man, the man whose face I share.

I think I'm going to be sick.

"Huh? Who the heck are you, and where's the Jackal?"He says to me.

I can't speak, it feels like my throat has sealed itself shut. No matter what I told myself, I was kind of holding out hope that the Jackal was lying, that I really was Spider-Man, but he's here, right in front of me. Oh, God. I'm just a clone. I'm not really real, I'm just an imitation! A fake!

I can see him grow more agitated as I don't answer, his muscles tensing as he rises from the floor. "I don't know what the joke is, but I'm not laughing! Tell me where the Jackal is hiding, and what he's done with Gwen and Ned Leeds or I'll -"

He never gets to finish that sentence, as from the the highest level of the stands the man in question appears with a megaphone in his hand, a spotlight illuminating him. My focus, however, turns to the figure next to him. It's Gwen, sitting there like nothing's wrong, smiling blankly up at the Jackal.

"You'll do nothing my web-spinning friend! In case you hadn't guessed Spider-Man, Gwen wasn't the only clone I made!" He takes a moment to cackle, the megaphone giving it a tinny quality as we both stare up at the madman.

"I also made a clone of you, bug! That injection I gave you a few days ago removed some of your RNA, your memory cells! Both you and your clone believe yourselves to be real!"

Don't bet on it.

"But only one of you is!" The Jackal finishes, flourishing his hand at the two of us.

I can feel Spider-Man eye me from his peripheral vision. What's he thinking, I wonder. Are the same thoughts swirling through his head? Ones that I've been wrestling with for the past few hours? He doesn't have to worry, I know which one of us is the fake.

"And only he will be able to free Ned Leeds before Mister Leeds explodes!" With that, another spotlight flickers to life. There, strung up by his hands, is the man I assume to be Ned Leeds, and above him a bomb with a timer slowly ticking down.

"The bomb's defusing mechanism is sensitive only to the real Spider-Man, you see, and the bomb's set to go off at exactly one fifteen!" He giggled. "I'll leave you to decide which is which. But if you get it wrong, well… it'll make for an explosive evening, at least."

The spotlight shining on the Jackal winked out. Leaving me alone with on very agitated webhead. I couldn't care less, why should I? It's not like it matters what happens either way whether Ned lives or dies to me. Even if I was someone else before all this the Jackal all but erased him from existence. Why should I care?

If you have the power… It's your responsibility…

I flinch at the memory, I know it's not mine, but I can't help but look back at that old man, as the life fades from his eyes.

"Promise me Reilly."

Reilly?

Somewhere in my soul a fractured piece repairs itself. Calling me back from the despair I was falling into.

"You have this amazing gift, the ability to tell right from wrong, to empathize with people in a way I've never seen in all my years."

I know that name.

"Promise me son, that you'll use it the way I raised you to, because if you have the power to do to help someone, it's your responsibility to do so. Isn't that what you always like to say?"

It's mine.

"Promise me Reilly."

"I promise."

I snap my gaze up to Spider-Man, no, Peter, as he raises his fists and starts moving towards me. "Look pal, I know who I am, so how's about we settle this quickly and I go disarm that bomb hanging over my friends head, what do you say?"

I take of my mask, revealing my face to him. He staggers back in surprise, heh, guess he didn't really expect to see his own face staring back at him.

"I know I'm the clone Peter. You get Ned, I've got a date with a certain masked maniac, he missed a very important appointment with my foot, it needs to be inserted as far as I can put it up his ass as soon as possible."

He stood there, staring blankly for a few seconds, before he said. "You have issues."

"Like you wouldn't believe. Now go save your friend, we'll chat later."

With that, we launch into action. Spider-Man off to Save Ned, and I swing off to find me a maniac.

"Curses! All my plans! Ruined!" He hasn't even moved from where he was grandstanding before, he's just sitting there shaking his fist at me. Idiot.

"Sorry to disappoint you, to make up for it, I've secured you a permanent vacation spot in prison! It's got a lovely view of cell block D, three square meals a day, and a low chance of getting shanked! No no, don't thank me, I can tell by the look on your face that you love it."

The Jackal growls at me, then launches himself my way. An hour ago, I would've felt threatened. Now? I could run laps around this guy. I dodge out of the way of his first swing, snapping my leg up at the same time, it hits him dead center in his solar plexus. I hear the breath leave his lungs, and he staggers past me. I keep the pressure up, hitting him with combos and devastating kicks, dodging or flowing out of the way of his own strikes.

"You know, it's gotta be embarrassing to be beaten up by your own creation. I mean, I'd feel embarrassed, your probably used to to the feeling, seeing as you cosplay as the Grinch all the time, tell me was stealing from Cindy-Lou-Who really necessary?"

"Shut up!" He hisses back."You insufferable insect! I created you! Your not even a real human being! Your just an imitation! A puppet to follow my bidding!."

"Oooh, did I strike a nerve? I thought you'd be more forgiving, what with your heart growing three sizes and all."

The Jackal is practically frothing at the mouth now, his rage coming through with every swing he takes at me, his rage making him sloppy. I keep moving, using my superior agility to duck and weave his strikes, waiting for an opportunity.

"You know, I think they were lying in that movie, you're not filled with Christmas spirit at all!"

"Just die already!" He screams, throwing all his power behind a desperate haymaker, leaving him wide open.

There.

With a practiced motion, I crouch low under his guard and cock my left fist back, the Jackal's eyes widen as he realizes his mistake, but it's too late. Pushing power into my legs, I shoot up off the ground, my fist rocketing up to meet his face. It connects, and he's sent sprawling across the ground.

"I always liked Horton more anyway."

I go and check him over, oh good, a pulse, I wasn't too sure how much power I was putting in that punch. Looks like I just knocked him unconscious, just as well, I don't think Spider-Man would've appreciated him dying. I wrap him in webbing to make sure he won't be going anywhere, and contemplate adding a bow for the cops. People appreciate gifts more when they're wrapped, right?

"P-Peter?"

I start at the voice, and whip around to view the source. I had almost forgotten she was here. Gwen Stacy blinks blearily at me, seemingly coming out of whatever trance the Jackal had put her under.

"Ah, not quite Ms. Stacy. I'm more of a knockoff brand. But he should be here any moment."

She rubs her eyes, then suddenly becomes more alert. "I was under his control, the Jackal, he's Professor Warren! He killed Anthony Serba!"

Names and faces force their way into clarity, but I brush past them. There not important right now. "It's all right Ms. Stacy, he can't hurt anyone anymore, he's going away for a long, long time. Peter and I'll make sure of it."

"Couldn't have said it better myself. Actually, how does that work with you being a clone, since you're technically me? Can I take credit for heroic statements? Fifty percent at least."

We both turn to see the man in question swing into the stands, Ned Leeds in hand. He and I stare at each other for a few moments before he turns to Gwen.

"Gwen, Ned is unharmed but he's going to be out for awhile. Can I trust you to wait here for a minute while I go alert the proper authorities? Got to make sure the cops have a nice warm cell waiting for the professor when I swing by." She nods, and Peter looks back at me.

"Go, I still be here when you get back."

He weighs my words a bit, trying to get a read on me, before snorting and shaking his head. "This is a weird day, not top five weird but definitely top ten."

With that, he swings off to find a phone. Hopefully it takes him a minute, I'm not looking forward to this conversation.

We sit in Gwen and I sit in silence for awhile. Both unsure of what to say. I'm not the person she really wants to talk to, and I don't have any real relationship with her, just memories.

"Are you really a clone?" She asks curiously.

"Why do ask?"

"I know Peter, he can't sit in silence like we were just now, he hates it, always used to do something to keep it at bay. Whistle, hum, tap his foot. But your just… sitting there."

I blink in surprise, of course Gwen would notice the differences between me and Peter, kind of wish I'd put the mask back on now.

"Kind of?" I finally reply. "It's a bit more complicated than that, but yes, I am a clone of Peter and have his memories. Well, for the most part."

She wrinkled her nose cutely, "When is it never not complicated for you Parkers? 'It's complicated,' is practically your guy's motto."

I chuckled ruefully, "I'm not a Parker though, not really."

"Oh?" She raised her eyebrow at me. "Why not?"

"Do you really even have to ask that question?"

"Don't rule it out so quickly, you may not be exactly like Peter, but there are more similarities between you two than you might think."

"Don't take this the wrong way Gwen, but that's really the last thing I want to here."

"Not like that." She shook her head. "You have that same spark in your eye, that will to keep fighting, that's not something you can just have transferred into somebody, it comes from somewhere deeper than your memories." She placed a hand over my heart and smiled up at me.

"You've got it, just like he does."

I felt my eyes water as I placed my hand over hers, "Thanks, that means more than I think you realize. I needed to hear that from someone other than myself, I think."

She scooted back into her seat and smirked, "Well, that another thing you've got in common with Peter than, he always needs someone to stop him from brooding every now and again."

After that we talked about meaningless things, comparing notes with a few of Peter's clearer memories and her own recollections. It was… nice. Nice to talk to someone who could kind of understand what I was going through, we didn't say anything about her own situation, and she seemed content to keep it that way.

Soon we could hear the sirens in the distance, and I knew my time with Gwen was almost up.

I sighed and pulled my mask on. Getting up from my seat as cops started to pour into the stadium. I held out my hand to Gwen, pulling her up from her own seat as she took it, then grabbing Ned with my other arm, and launching myself into the night. The cops would find The Jackal without issue, I'd webbed him up at the top of the stairs. Hopefully, it was the last time I'd ever see the bastard.

I swung us onto the rooftop I'd been watching the stadium from a few hours ago. Gently laying Ned on the ground and letting Gwen drop from her position on my back. I was just about to tell Gwen to get Ned somewhere safe when I felt his presence behind me, that sixth sense making me aware of him.

I turned around to face Peter Parker, The Amazing Spider-Man, as he pulled off his mask and stared down at me.

"So," He said. "Let's talk."

AN: Another chapter down, hopefully I'm keeping you guys interested. Reilly is finally starting to process his situation, but he's far from coming to terms with it. Still, progress has been made. Over the first two chapters Reilly has been very robotic after his breakdown, choosing to focus on the here and now, and I tried to portray that as much as I could through my writing. As time goes on the tone and style of writing will shift as he becomes more sure of his place in this world. For the comics fans out there, yes, Reilly's name is an homage to Ben Reilly, the original (and best looking) Scarlet Spider. Reviews are always appreciated! Thanks for reading.