To every beginning there is an end.- Old English saying.

Nic Jessup, Spider-Man, swung alongside the man who had minutes ago claimed to be Ben Reilly, the former Scarlet Spider. Nic knew, through his second great-grandfather Peter Parker, that Ben was killed during the Onslaught crisis all those years ago. It was impossible for Ben, the clone of Peter, to be here, now. But still, the man insisted that he was the real Ben, if there really could be one. Nic guessed that there was only one person in Xavier City who could determine who Ben really was, Reed Richards, known as Mr. Fantastic. Now he hoped that Richards was at Four Unity Plaza after his day-long negotiations with Atlantis. Spider-Man noticed that Ben had somehow obtained the materials to build a web-shooter and black spandex, which he wore under a leather jacket and at first appeared to be street clothes.

(in last issue - Tony)

The two swung to the Xavier City Center. Spider-Man could see a light on where Xi'an Chi Xan's office should be in the city council building. He wondered if he was the reason Xi'an was still there, or if it was the X-Men in Latveria. He hoped it wasn't because of him. That was too unsettling.

"This is the place," he said to Reilly. He swung to a window and knocked as he retracted the mag line he used. Four Unity Plaza was one of the most prominent buildings on the Xavier City skyline and quite easy to pick out in the dark. The window swung open, a stretched out arm holding it open for the two men.

"Hello," said Reed Richards. He'd been talking to Victor Ten Eagles when he rushed off, saying something about a weapons discharge at Shakti's. "I've heard about you today, Spider-Man. You have no idea how much that costume brings back..." Reed paused, as if he suddenly remembered something.

"Richards," Nic said ignoring Reed's sentimentality, "this is Ben Reilly. He's from the twen cen as well. In fact, he was Spider-Man for a time, just before Onslaught." Ben shot Nic a surprised look, but said nothing.

"You mean he could be another... I mean... a trans-temporal duplicate?" Reed asked. Nic raised his eyebrow, a movement barely visible through the mask.

"No," Spider-Man replied, "I was thinking more along the lines of clone." Ben's jaw dropped.

"Oh no," he muttered, "after all that with the Jackal, Pete and MJ, and Jessica, I turn out to be the clone." It was Reed's turn to raise his eyebrow.

"Well that can't be conclusive," he told Ben, trying to console him. "I'll need to run some tests." Ben nodded, took off his gloves and jacket and rolled up his sleeve.

"Do you what you must Doc," Ben said sticking out his arm. "I want to know."

The Black Widow stalked across the rooftops of Xavier City. She needed a mate, preferably one with power. And size was good too. She would need her mate's carcass to feed herself and her young. She looked down on the humans below her.

Why did they bother with such... extravagant wrapping around their bodies? All she needed was a thin layer of webs. The human Erin Farr's body was perfect to generate her webbing. Ah, the human possessed such incredible capacity for strength and stamina, and the offspring this body would generate would be more powerful than any other from her race. Farr's precognitive abilities were also very helpful, but the Widow was discouraged to discover that ability was unique to Farr and a few other beings on the planet.

Then she saw the webbing. Just away from the city center. Bits of it clung to a wall. There was a spider-being in Xavier City! Was it another of her race, or a human? She hoped for a human. It would provide so much more pleasure.

The Punisher sat atop the building opposite Four Unity Plaza. Jake had been given a new life by Stark/Fujikawa, and a new mission. Monitor Ben Reilly, and if he doesn't become Spider-Man in Xavier City or New York, then kill him. The Punisher had seen Reilly with Spider-Man, so he knew that Reilly hadn't become Spidey. He had loaded his custom multi-blaster with several high powered plasma charges, enough to atomize Reilly and this new Spider-Man. Jake raised the rifle to a sniper's stance, positioned himself accordingly, and aimed for the perfect shot.

Miguel O'Hara paced across the floor in the medical wing of Four Unity. He had seen the doctors desperately working on a man who had come in with some severe trauma. The man had screamed about a giant spider. The head doctor, a Doctor Jessup, stood out in his mind, strictly because of her presence in the Trauma Room. Miguel shook the small crush that was beginning to form in his head, and his thoughts drifted to Spider-Man.

Who was the new man in the webs? Was it a mutant? Was it a techno whiz? Was it- heaven forbid- a clone? Miguel was determined to discover the identity of the new Spider-Man at any cost. Then, luck found him.

"Mr. O'Hara!" Miguel spun to find a nurse running towards him as if she expected him to get away.

"Yes, ma'am?" he questioned. She handed him a flimsy.

"Doctor Richards just transmitted this from his lab," the nurse explained breathlessly. "It was marked urgent, so I rushed to find you. Thank goodness I did." Miguel thanked the woman and read the flimsy.

It read: "Spider-Man in my lab! Get up here! RR"

Miguel sprinted for an elevator, hoping that Spider-Man would still be there when he got to the lab.

Spider-Man hung from the ceiling impatiently, waiting for the test results. He was sure Ben was a clone, but how did he get to 2099? Nic stood up from his crouching position on the ceiling and flipped over, landing back on the floor again in a crouch. As he stood, Nic's danger-sense flared. He spun to the window to see a glint of gun-steel and the flash of plasma fire.

"DOWN!!!" Spider-Man tackled Ben, and Reed fell to the floor. The plasma blast shattered the window, and hit the far wall, thankfully missing any equipment.

"That blast came form across the square!" Reed exclaimed. Ben stood and shot a web-line across the city center.

"I'm on it!" Ben swung out the window in the direction that the gunfire came from. Nic stood the follow but Reed quickly wrapped him up in his arms.

"Wait, please," he pleaded. Nic struggled against the elastic arms.

"Why should I?!?" Spider-Man grunted. Realizing his legs weren't wrapped up, Spider-Man lunged at Reed and used Mr. Fantastic's arms as a lever to move him to an attack position. Nic's foot landed squarely in Reed's crotch. Mr. Fantastic's arms retracted to normal size, and he grabbed his crotch in pain. Outside, Nic could hear laser fire.

"Hear that Richards?" Spider-Man spat. "You might have just cost Ben's life. I don't see why you're a hero." With that, Nic leapt out the window, flinging his mag-line as he went. The door flew open and Miguel rushed inside.

"Where's Spider-Man?" he demanded. Mr. Fantastic looked up.

"You just missed him," Reed grunted, still holding his sore crotch.

"Dammit!" As he cursed, Miguel's attention was grabbed by a beeping from a console. It read: DNA CLONED. ALL TESTS CONFIRM. SUBJECT IS CLONE.

"Spider-Man?" Miguel asked.

"No," Reed admitted, getting up and limping to the console. "It's sort of a long story." Before Reed could explain, Victor called up to the lab.

"Guys, meet us downstairs," Ten Eagles said. "Shakti's committed suicide." All thoughts of Spider-Man were cast out of the two men's heads as they rushed out of the lab.

Nic swung over Xavier City Center, trying desperately to catch up to Ben. Lasers criss-crossed the square, narrowly missing Ben and Nic. Then the shooter got lucky, twice. One shot grazed Ben's torso, another did the same to Nic's arm. Nic cried out, but Ben merely grunted. Nic saw the Reilly had passed out, and his momentum was carrying him straight into a building. Nic reached out and grabbed the sleeve of Ben's leather jacket. Nic cursed at the dead weight, but kept swinging, heading for his apartment, and hoping that the shooter wouldn't follow. It was slow going, but Nic eventually reached home. He crawled inside, Ben still underarm. He staggered across the room, coming to the painful realization that he had lost a lot of blood.

Nic ripped his mask off and passed out, crashing into beakers that were still on his desk. It raised enough of a commotion that it woke up Sam Jessup in the next room, but not enough to wake Doc, who had been working on both Shakti and Dust. Sam burst into Nic's room, and, seeing Nic and Ben in a heap, screamed for his just arrived mother.

"MOOOOMMY!!!!"

Nic awoke to see his mother dressing the flesh wound on his arm. Nic felt a cold draft, and saw that his mother had removed his torn tunic. Ben was sitting at the kitchen table, sipping a cup of coffee, his chest bandaged. A portal opened in the center of the room, and Kessa stepped out. Doc looked at her with a bit of surprise, but turned back to Nic's wound. She poured alcohol over it into a small tub. Nic yelped.

"Sam, did you call Kessa?" Doc yelled at Sam, who was in the other room.

"Yep mommy," he stated, poking his head inside. "She's Nicky's best friend in the whole world. She should know if he got hurt." Kessa smiled at the six-year-old and then saw the Spider-Man tunic spread across the coffee table.

"Nic, are you...?" she started.

"I was just about to ask him dear," Doc said. "Nic, I know who Ben is, and I know you're Spider-Man. My question is, why?"

"Well, Mom," Nic started, "It starts back during the Phalanx War when Dad died. I couldn't do anything then. But, within two weeks, my powers manifested, and I decided to make something of myself. Realising I had the same powers as Great-Great-Grandpa Parker, I decided to become- Spider-Man!"

In Spider-Man 2099 #3: "Mating Season" starts! The Black Widow attacks Nic, and there's going to be no stopping her. Miguel returns to New York and Ben attempts to get used to his new life in 2099. And the premiere of a new hero! You can bet we're not keeping you waiting for three Spider-Men, so catch Spider-Man 2099 #3 in two weeks!

Author's Notes

Gee, second issue, and I haven't introduced myself. I'm Tony Thornley, and I hope you're enjoying Spider-Man 2099 so far. I have a lot of plans for this series, including a crossover with X-Men 2099 in Summer 2000. The Black Widow storyline is also going to be a lot of fun, and one of the three Spider-Men is not going to make it through alive. Just so everyone knows, I based the Black Widow on what a real black widow does in nature, mate and then eat the male. Also, with the being that bonded with Erin Farr being the first of its race to visit Earth, you can bet on more showing up later on in the series. And that crush that I mentioned Miguel getting on Doc? You better believe that I'm going to expand on that! So stay tuned for a series that I guarantee will be a thrill ride, and completely new and exciting. And any suggestions on how to make the series better or praise is appreciated, so e-mail to the address below!

Excelsior!

-Tony Thornley