X-Men and Spider-Man #3

Issue Date: 
March 2009
Story Title: 
Clone Sagas

Christos Gage (writer), Mario Alberti (artist), Jared K. Fletcher (letterer), Thomas Brennan (assistant editor), Stephen Wacker (editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher)

Brief Description: 

Mr. Sinister flees after the X-Men attack him in one of his secret laboratories, leaving them free to investigate his notes. They discover a reference to a Spider-Man clone and approach him about it, at which point he freely admits the Spider-Man they knew – Peter Parker – is actually a clone, while he, Ben Reilly, is the original. Moving on, Spider-Man discovers a reference to the supervillain Carnage in the file, and the group proceeds to his holding location immediately. Once there, they find Mr. Sinister brokering a deal with the homicidal menace, and attack. Sinister overpowers them and prepares to finish them when he gets a glimpse into Spider-Man’s tortured psyche and flees after sharing some ominous words with Spider-Man. After the X-Men lock Carnage away, Spider-Man begins to wonder if he might actually be a clone. Meanwhile, Mr. Sinister applies the genetic sample he obtained from Carnage to his newest cloning experiment.

Full Summary: 

A few years ago, somewhere under New Jersey…

“The X-Men. Again,” Mr. Sinister sneers. “You’ve become quite annoying. Kindly die.” He fires energy beams at the ceiling above Archangel, Storm, Iceman, Cyclops, and Wolverine, and it begins to collapse. Mr. Sinister, encased in a telekinetic bubble, escapes to the surface. He disappears into the thick surrounding woods before the X-Men have a chance to follow. Moments later, a beam of ruby-red energy penetrates the surface, but doesn’t hit its target.

Down below, the X-Men rest within the protective cocoon of ice their teammate Bobby Drake constructed. Wolverine scoffs at Mr. Sinister’s insinuation that they are annoying. Sinister is the creep who keeps running out on all of their fights! he says. Archangel tells him not to worry about it too much. Cyclops, meanwhile, tells his team to hang tight. Wolverine is absolutely correct; the X-Men are always two steps behind Mr. Sinister. Now, they have the chance to raid his laboratory and get their hands on some information that might grant them the initiative. He instructs his team to begin searching. “Sure, don’t mind me,” Iceman says. “I can just hold this up all day…”

Soon, Archangel reports back that although the computers are unsalvageable, he did find a promising locked box. Wolverine asks him to hold still while he pops the lock with one of his claws. Wait, Storm says. She doesn’t want him to damage his claws, which, as she reminds him, are no longer coated with adamantium. Resentful of her patronizing tone, Wolverine reminds her he drinks a glass of milk everyone now and then between beers.
“Then humor me. When I was a child, I picked locks to survive. I may have given up the life of a thief,” Storm says while removing her lock-picking tools, “but there are certain skills I’d like to keep sharp.” In mere moments, she bypasses the lock, and its lid swings open. After peering inside, Cyclops tells the X-Men to get moving. For once, they might have a chance to get ahead of Sinister.

Meanwhile, in New York City, Spider-Man swings after a slippery bank robber in a grey bodysuit. He fires a shot of webbing at him. It ricochets off the thief. “You’re even dumber than the Daily Bugle says. You should know by now your webs can’t stick to Slyde!” the robber says.

“Oh yeah? Well,” Spider-Man says, “…maybe you’re just so lame I forgot about you!” Slyde skates around the corner and into an alley. He stops abruptly. Instantly, he turns around, drops to his knees, places his hands on his head, and surrenders. Spider-Man, admittedly confused, just chalks up the sudden surrender to his fearsome reputation. It isn’t until Slyde becomes encased in ice that he realizes the X-Men are the cause of the thief’s terror. After trapping Slyde in ice, Iceman laughs and tells Spider-Man not to worry. He left enough air in Slyde’s shell for him to breathe until the cops arrive.

Spider-Man thanks the X-Men for their assistance. He then abruptly excuses himself and begins to leave. Storm asks him to wait a moment; they need a word with him. He returns to the ground and gives them his attention. Storm begins, first reminding him of the time, years back, when he came to their home because he had found mention of their enemy, Mr. Sinister, in Kraven’s personal files. “Uh…sure, I remember it like it was yesterday,” Spider-Man says. Wolverine senses doubt in his voice. He approaches him with claws extended and asks why he is lying. “Wait!” Spider-Man says, lifting his hands in a gesture of peace. “Look, I’m not the same Spider-Man you guys are used to.”

Wolverine shoves his bone claws up under Spider-Man’s chin and calls him a liar again. “The new costume don’t fool me, kid. You smell the same,” Logan says. “What’s the deal – mind control? Memory wipe? You on dope?” Stuttering, Spider-Man spits out that the Spider-Man they know is a clone. Cyclops grimaces; a clone would explain a lot, actually. What does that mean? Spider-Man asks.

Annoyed, Wolverine gets back in Spidey’s face and demands his full attention. Maybe this is the real Spider-Man, and maybe this isn’t, he says. Either way, he wants to know what happened to the other version. Spider-Man assures him that the supposed clone – Peter Parker – is fine. He just lost his powers. Spider-Man explains how, a few years ago, a scientist named Miles Warren cloned him. They fought, and the other Spidey thought he was dead. But he wasn’t. He left town, started a new life, and gave himself a new name – Ben Reilly. Now he’s back, and he’s the only Spider-Man left. Sensing they are in for a long and complicated discussion, Storm whisks Spider-Man and the X-Men away in a cyclone so they can continue elsewhere.

They arrive on a secluded rooftop and straighten out their stories. Based on what he’s hearing, Cyclops assumes this Spider-Man must have never met them before. “You, I know. Angel and Iceman too. We fought Kraven and the Blob together,” Spider-Man says. Warren informs him his new codename is actually Archangel. “Yeah, whatever,” Spider-Man says. “Are you going to keep me in suspense all night, or tell me why you’re here?”

Storm produces the files they obtained from Mr. Sinister’s laboratory in New Jersey. These files refer to a data exchange with Miles Warren, as well as cloning experiments concerning Spider-Man. Astounded, Spider-Man asks to see it. Cyclops tells him he can relax; Sinister has played with most of their lives. Spider-Man is in good company. Spider-Man says he doesn’t care about that, as he already knows what Miles Warren did to him. Of more interest to him are the references in the notes to Cletus Kasady, the psychopathic mass-murderer known as Carnage. After a quick perusal of the notes, Spider-Man learns that Sinister isn’t after Kasady, per se, but the alien symbiote that grants him his powers. According to the notes, Sinister thinks this symbiote might help him stabilize and enhance his own clones. He asks the X-Men to imagine the nightmare scenario of Mr. Sinister in possession of an army of killer, alien monsters. They need to put a stop to him immediately. Cyclops agrees. He asks if Spider-Man knows where they can find Carnage.

The Ravencroft Institute…

A pair of security guards stares at Carnage through a wall of one-way glass. One of the guards asks if the captive can see them. No, the other says. If that’s the case, the first guard asks, then why does he feel like Carnage is starting at him? The other guard, the senior of the two, reminds his protégé he should not even be looking at this particular patient. That makes it even worse, the protégé says. When he’s not looking, he can still feel Carnage staring at him. The mentor sighs. His trainee clearly needs a break from monitoring Kasady. Maybe he can transfer somewhere else, he says.

Suddenly, the eyes of both men widen, and go vacant. They decide it would be fun to lock themselves in the cafeteria instead. Like zombies, they amble down to the institute’s cafeteria, joining the rest of the institute’s entranced staff. Mr. Sinister stands in the center of the room and smiles. “Much better,” he says. “I cannot abide the stench of the middle class.”

Mr. Sinister walks to Carnage’s containment chamber and opens the door. He asks for a word with Mr. Kasady. Carnage leaps at him, mouth agape and claws outstretched, and shouts for him to die. Sinister doesn’t even flinch. With a simple mental command, he seizes Carnage’s sprawling, fluid body and holds him in place. Mr. Kasady cannot hurt him, Sinister says. In the end, Sinister will get what he wants, with or without Mr. Kasady’s cooperation. He would prefer, however, for things to progress smoothly. He can even help Mr. Kasady is necessary.

“Help me get out? Help me eat the doctors?” Carnage asks. If he likes, then yes, Sinister says. He even tells Mr. Kasady that, appropriately enough, the doctors all happen to be locked up in the cafeteria. In exchange, he requests a small sample of Carnage’s alien body. “Deal,” Carnage says. He severs off the tip of a finger and gives it to Mr. Sinister.

“I hate to rain on your little psycho love-parade,” an unexpected third-party says, “…but we talked. And we think everyone’s had enough of clones for a while.” Sinister and Carnage turn and see Spider-Man enter with his friends, the X-Men.

Mr. Sinister sneers at these new arrivals. “Wolverine. I understand you’ve been eager for a fight,” Sinister says. “You have one!” The X-Men and Spider-Man attack in full force. Cyclops fires an optic blast at Sinister, whose body conforms around its trajectory. At the same time, Archangel fires his wing fletchettes and Spider-Man fires his webbing, but Sinister effortlessly slaps away these projectiles. He then shatters Iceman’s barricade with an energy blast from his hand, and somehow rechannels Storm’s powerful winds back toward her teammates.

Wolverine, meanwhile, lunges at Carnage. He slashes at the crimson liquid that composes Carnage’s body. Carnage merely laughs. He grabs Logan’s hand, holds it in place, and bites off his three bone claws, simply to demonstrate how pitiful his attacks are. Logan screams, and Carnage turns to him and grins. “Tasty,” he says. “More.”

Mr. Sinister continues to repel the attacks of the various X-Men while simultaneously mocking their efforts. Do they really think the minimal training in psi-shields Professor Xavier gave them will truly keep Sinister out of their minds for long? In response, Storm asks if he truly thinks she conjured up a thunderstorm purely for the atmospheric effect. She strikes him with a lightning bolt. While he’s off-balance, Bobby encases him in a block of ice. “Huh. Kind of anticlimactic,” Iceman says. He approaches his frozen captive to get a look at him up close.

Suddenly, Mr. Sinister shatters the frozen prison, breaking free and spraying the X-Men with shrapnel. He has had enough of their interference, he says, before telepathically removing their free will. As the X-Men fall to their knees, clutching their heads in agony, Mr. Sinister brainstorms how exactly he will finish them. Perhaps he will have them murder each other, or perhaps, he will simply render them mindless drones. He notices Spider-Man has not fallen, however, and turns to heckle him. He admires Spider-Man’s resistance, but ultimately, insists it is pointless. “Stop fighting me, little spider,” he laughs.

Resisting his mental pull with all his might, Spider-Man asks Sinister if he enjoys manipulating the lives of innocent people, as if he is some deranged god. He invites Sinister into his mind so he can see how it truly feels. With the mental resistance gone, Mr. Sinister gets pulled into Spider-Man’s psyche, and suddenly experiences all his past horrors. He sees Ben Reilly trapped in a growing tube, pounding on the glass to be free. He sees the hideous Jackal smiling and leering at his proud experiments. He sees Dr. Miles Warren leaning over Ben Reilly on a restraining table, holding the threat of an impossibly large syringe over his head. He sees all this and screams. “How dare you subject me to that, you,” Sinister says, pausing, “…mockery of life!” He slaps Spider-Man away from his vicinity and runs toward the window. He got what he came for, and sees no point in continuing this nonsense. Carnage angrily watches him fly away and reminds him they had a deal. Sinister said he would set him free! “And free you are,” Sinister says. “Enjoy it while it lasts.”

Wolverine sneaks up on Carnage from behind and pierces his shoulder with his claws. Carnage merely looks at them in confusion; he thought he ate those. Smiling deviously, Wolverine says they grew back. Unsheathing his other set of claws, he says he’d like to see what parts Carnage can re-grow. Before he has a chance to find out, Iceman encases Carnage in ice, and tells Logan there is no sense in getting his claws dirty. “Yeah, sure, treat me like a kid again. I have got to get my adamantium back,” Wolverine says.

The X-Men shove the frozen Carnage back into his holding cell before he has a chance to break loose, while Archangel reactivates the security measures. Spider-Man’s thoughts linger on something Sinister said. Sinister called him a “mockery of life” just as he left. “What’s that supposed to mean?” Spider-Man asks? “I’m the real thing!” Cyclops advises he not let it get to him. Mr. Sinister specializes in messing with people’s heads.

The inconsolable Spider-Man turns to Wolverine and asks if he can use his enhanced smelling to put his suspicions to rest. Unfortunately, to Wolverine, both this Spider-Man and his supposed clone smell exactly the same. “But I’ll tell ya this. We wouldn’t have survived this scrap without you. For my money,” Wolverine tells him, “you’re Spider-Man in every way that matters. I know that probably don’t count for much…”

“Actually, it does. Knowing someone out there knows the truth about me, and accepts me anyway,” Spider-Man says, “…believe me, Wolverine. It counts for a lot.”


Mr. Sinister smiles as he begins dictating the results of his experiment. Holding in his hand a test tube, he reports success at distilling Mr. Kasady’s symbiote to a point at which it no longer has any sentience, while retaining its genetic adaptability. This new substance will allow him to not only create a clone that duplicates the abilities of its genetic donors, but surpasses them as well. This clone, he says, will be far superior to the clone of Spider-Man he encountered this evening. This clone, he says, will be fully capable of defeating the X-Men.

“Myopic children,” Sinister calls them. “They claim to fight for the future of our race, while disrupting my plans like bulls lumbering through a china shop.” He turns to his work-in-progress, suspended in an aqueous containment chamber, and caresses the glass “Little do they realize that one day…you may be mankind’s only hope for survival.”

Characters Involved: 

Archangel, Cyclops, Iceman, Storm, Wolverine (X-Men)

Spider-Man/Ben Reilly

Mr. Sinister


Slyde (Spider-Man villain)

Holding cell guards

Various civilians and asylum staff

in illustrative flashback images only:


Miles Warren

Peter Parker

Story Notes: 

This issue takes between X-Men (2nd series) #45 and Uncanny X-Men #328.

Magneto removed the adamantium from Wolverine’s bones in X-Men (2nd series) #25, a process Wolverine doesn’t get reversed until Wolverine (2nd series) #145. By Uncanny X-Men #331, however, Wolverine is in his feral form, meaning this issue takes place before then.

In this issue, Archangel wears his classic blue and white costume, but has the blue skin and metal wings given to him by Apocalypse. He only sported this look for a brief window – between Uncanny X-Men #319 and Uncanny X-Men #328, after which Sabretooth critically damaged his wings in the Sabretooth: Red Zone one-shot.

Iceman’s presence here also means this issue likely takes place after he returned to the X-Men after his road-trip with Rogue in X-Men (2nd series) #45, which places this issue sometime after Uncanny X-Men #325 but before #328.

In terms of Mr. Sinister’s chronology, this issue takes place between his appearances in Uncanny X-Men #325 and X-Men (2nd series) #45, but before he appears on Genosha in Cable (1st series) #26.

Scott’s reference to Sinister messing with their lives refers to the meddling geneticist’s long history with the Summers and Grey families, an affair that climaxed with the death of Sinister’s Jean Grey clone, Madelyne Pryor, in the “Inferno” crossover.

Slyde is a relatively obscure Spider-Man villain who debuted in Amazing Spider-Man #272.

Peter Parker adopted an alien symbiote as his new Spider-Man costume while off world in Super Hero Secret Wars #8. He discarded the malevolent costume shortly afterward in Amazing Spider-Man #258. The alien symbiote escaped, however, and later bonded with Eddie Brock, turning him into the supervillain Venom. During a stint in Ryker’s Island prison, Venom shared a cell with serial killer Cletus Kasady. A small portion of the alien symbiote broke away and entered Kasady’s bloodstream, transforming him into the murderous supervillain Carnage, as depicted in Amazing Spider-Man #344-345. This issue takes place after the “Maximum Carnage” storyline and after Carnage’s apprehension by the authorities.

Peter Parker gave up his role as Spider-Man during the “Greatest Responsibility” story arc that spanned Amazing Spider-Man #406, Spider-Man #63, and Spectacular Spider-Man #229. At this time, he lives in Portland, Oregon, with his wife, Mary Jane, as depicted in the Spider-Man: The Final Adventure limited series. He loses his powers in the last issue of this series, hence Ben Reilly’s comment in this issue.

Spider-Man’s entire clone debacle began with Professor Miles Warren, a.k.a. the Jackal, a mad scientist who was so obsessed with the recently deceased Gwen Stacy that he worked tirelessly to clone her. As depicted in the original Clone Saga arc from Amazing Spider-Man #144-151, the Jackal successfully accomplished this feat. During this period, he also created a clone of Peter Parker, whom Parker fought and believed he killed in Amazing Spider-Man #151. This clone later resurfaces – years later – as Ben Reilly. He and Peter meet again for the first time since their fight in Spectacular Spider-Man #216.

Spider-Man’s suspicions at the end of this issue are correct: he is, in fact, the clone of Peter Parker, and not the original. Ben was erroneously revealed to be the true Spider-Man, and not a clone, in Spectacular Spider-Man #226. This confusing mystery is not clarified until Spider-Man #75, the end of the “Revelations” story arc as well as the finale of the drawn-out Clone Saga.

This issue includes a special thanks to Paola Ramella.

Issue Information: 
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