Dr. Miles Warren (the Jackel) wanted revenge on Spider-Man for supposedly killing his favorite student, Gwen Stacy, so he took a piece of Spider-Man's spandex and cloned him. He called Spider-Man over to fight his clone to the death, eventually, The real Spider-Man won and tossed the dead clone into a smoke stack. The clone woke up and left the smoke stack created an alias, Ben Riley and became a club bouncer for his job. He also dyed his hair blond. He wanted to use his powers for good so he became the Scarlet Spider.

He origennaly fought Spider-Man, but then they became partners to fight crime together. When Peter quit being Spider-Man for awhile and told Ben to become Spider-Man. Ben had his own little adventures while stopping Venom, Kingpin, or the Leathal Wario Brothers. When Peter returned to webslinging, Ben became the Scarlet Spider again. The Green Goblin was about to kill Spider-Man, Ben jumped in the way and turned to dust, indicating that he was the clone all along.