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| - Scarlet Spider a character from the Disney XD series Ultimate Spider-Man. He was the first spider-person before Spider-Man. He was later given the name Ben Reilly by Aunt May. Years ago, Doctor Octopus rescued Scarlet Spider from the streets and took him in and gave him spider powers. He was Doctor Octopus' successful experiment. As he claimed to Spider-Man, Scarlet was captured by Doctor Octopus and was subjected to many painful experiments by him, which likely granted him his spider abilities. He was able to escape and forced to live in the sewers. He states that he feels the sewers are "the only place for a freak like him". Scarlet doesn't like getting involved in conflicts, and is constantly annoyed by Spider-Man's puns, jokes and childish attitude. Scarlet only grudgingly agrees to assist Spider-Man in combating Doc Ock, due to his grudge against the villain for what he did to him. Scarlet Spider meets Aunt May while trying to get her away from Hydro-Man's rampage. When unmasked, Scarlet Spider has a scar on his face and states that he doesn't have a name. Aunt May names him Ben. Ben Reilly managed to afford a back-up birthday cake for Aunt May's birthday party just in case something bad happened to the one that Spider-Man brought. During the Sinister Six's attack on the Triskelion, it was revealed that Ben Reilly was Doctor Octopus' spy in the S.H.I.E.L.D. Academy as the secret bonus seventh member of the Sinister Seven. Scarlet Spider overpowers Spider-Man and unmasks him in front of Doctor Octopus in cold blood. As Doc Ock reveals Spider-Man that his true intention to get Connor's dangerous weapon for S.H.I.E.L.D., is to destroy H.Y.D.R.A., and Scarlet Spider realized that May Parker possess the key to activate Connors weapon and kidnaps her. Instead of kidnap May, due to respect, Scarlet is instead just getting a key for Ock. Flash however, already been suspicious of Scarlet's true allegiance and attacks him with an arsenal wheel chair given by S.H.I.E.L.D., but was disabled quickly. As Ock arrived in time to get the key, and so as Spider-Man, Spider-Man and May still believe there's a good in him. Once Doc Ock suceeded on using Connor's S.H.I.E.L.D. weapon to transform H.Y.D.R.A. into Ock's new organization, OCTOPUS, by transforming the island and kills Arnim Zola, Scarlet Spider did not expect Ock kidnaps May into the island behind his and Spider-Man's backs, and realize when Spider-Man ask Ock if the villain care for his creation like Scarlet, Ock only think of him just a tool for his plan and will never be used soon enough if Scarlet failed many times. Scarlet soon changed his mind and remembering their kind treatment on treating him like a human being, saving both Spider-Man and May, and attempt to kill Doc Ock for his treachery for good. However, as Connor's weapon is destroyed, the island is about to fall off and Ock has gotten away as well. While sending Peter and May back to Triskelion, Ben did not leave to make sure the island falls out of the city, on the sea of nowhere. His final word before he died on the crash to Peter and everyone from S.H.I.E.L.D. Academy is to remind them what needs to be a hero for, using compassion as a strength of understanding one another, like the other Ben, Peter's uncle has told Peter about. Cho reminded Peter of Ben's last wish for S.H.I.E.L.D. Academy heroes like them to carry on.
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