In Amazing Spider-Man #394, Part Two of the Power and Responsibility storyline, Spider-Man is put to the test in Ravencroft when he is forced to face enemies such as the Chameleon and Carnage, who are incarcerated there. He defeats them and finally confronts Judas Traveller face-to-face. Traveller uses his mind-reading abilities to probe the inner depths of Spidey’s mind and discovers truths that Spidey himself is unaware of. Traveller bursts out laughing, which infuriates the wall-crawler. Spidey retaliates by attacking Traveller but quickly succumbs to his own madness. As Spidey struggles to make sense of all this, Traveller informs the mysterious Scrier that there is "another one".

Traveller appears to the clone and gives him an ultimatum. He can let Spider-Man die and have the life and identity he has always dreamed of, or he can risk his own life to try and save the one person whose death would free his own existence.

In Spider-Man #51, the clone, whose name is revealed to be Ben Reilly (Ben, after Uncle Ben and Reilly after Aunt May's maiden name), makes up his mind regarding Traveller's challenge. Realizing that – clone or not – he is essentially Peter Parker, he dons a spare Spider-Man mask, gloves and web-shooters and goes to Ravencroft.

Meanwhile at Ravencroft, Spider-Man has pretty much lost his mind as he relives the various problems of his life in his subconscious. Somehow, he manages to remember the adage that his Uncle Ben left him, which is that "with great power must come great responsibility". On his way there, the clone simultaneously remembers the same saying. Spider-Man and the clone fight their respective battle in which, by pure coincidence, both have their masks torn: Ben for real and Peter during his brush with madness. At issue's end, Ben comes to the rescue of Peter before Traveller can do more damage.

Outside the institute, Dr. Ashley Kafka, Colonel John Jameson and Edward Whelan stand in awe, as a barrier of shimmering energy enshrouds the institute, denying access to the police, the news media and them. Dr. Kafka cannot understand why Judas Traveller would seize the institute and wonders what the source of his power is. Edward tells Dr. Kafka that he doesn't think Traveller means them any harm because he had him completely at his mercy and he released him. John, on the other hand, is not so sure. In fact, he believes Traveller has enough hostages in there to do a lot of damage. Point in fact, Traveller has threatened to kill all the inmates or free them. John wonders what could happen to the people in the crowd if a maniac like Carnage ever got loose.

Back inside Ravencroft, Judas Traveller would love to have more time to study the interplay between Cletus Kasady and Carnage, but time is not of the essence unfortunately. Boone, a member of his Host, approaches him and informs him that the tests subjects have been brought into the storage basement, as he requested. Traveller is pleased and informs Mr. Nacht to take his observation post and take notes that will reflect every subtle details. Scrier shows up and warns Judas that the barrier surrounding Ravencroft cannot be maintained much longer. Traveller replies that he is aware of that and that he intends to adhere to their schedule. Having said that, he tells Chakra that he has an errand for her and whispers something into her ear. Medea wonders what that was all about and goes on asking Traveller if he really is going to slaughter all the inmates. Traveller replies that he is not as cold-blooded as she is and reveals that he intends to simply liberate them.

Spider-Man and Ben Reilly awaken in the storage basement of the Ravencroft Institute. Thinking that Ben is working for Judas Traveller, Spidey attacks him and demands to know why Traveller has been messing with his head every since he got there. As the fight continues, Ben explains that he did not have to come to Ravencroft; he only did it to save him. Spidey does not believe him and continues his attack. Ben – calling Spidey "Parker" – asks him what happened that has made him so bitter and angry towards everyone and everything. Spidey angrily replies that life happened and that the way he acts is none of his business. He also tells Ben to stop calling him "Parker". Ben is in the process of agreeing to that when – through the basement door – comes roaring dozens of inmates armed with sticks and other weapons. Ben wants to formulate a plan but Spidey springs forward and lashes out brutally and mercilessly at them. Ben tries to talk some sense into him but Spidey ignores him and continues his savage barrage, unleashing one punishing blow after another. Unable to stomach it anymore, Ben leaps towards Spidey and slams him into a wall, telling him not to disgrace his Uncle Ben and Aunt May with his actions. Spidey arrogantly replies that he cannot understand the horrors he had to experience. Ben replies that, if he hates his life so much, then he should give it up, because he – Ben – will gladly take it. Spidey pushes Ben off and tells him that there is not a chance in the world he is going to do that. Ben is all right with that and implores Spidey to work with him so that both of them can get out of there alive. Unbeknownst to either Spidey or Ben, Mr. Nacht is hidden in the shadows, noting every word and gesture.

Mr. Nacht quits his post and heads back upstairs to deliver his preliminary report to Judas Traveller. He informs the latter that Spider-Man and his clone (i.e. Ben) have formed an alliance. Judas comments that he was uncertain that they could overcome their personal enmity. Medea jumps in the conversation and asks Judas if she gets to dispatch them now but Judas silences her angrily. Just then, Chakra walks in and reports that she has completed her assignment. She is curious however to learn why Judas required her to postmark to a week ago the letter she is holding in her hand. He replies that it is intended to serve as an additional misdirection for the authorities. Scrier, who is standing nearby, interrupts them and reminds Judas that time is passing by as they speak. Judas informs Scrier that only a few tests remain and instructs him to attend to the energy barrier while the others make the necessary preparations for their imminent departure.

Moments later, outside the institute, the shimmering cocoon surrounding the building suddenly starts to grow and spread out from the main building towards Dr. Kafka, Colonel Jameson and Edward Whelan. One of the lead cop advises everybody to fall back but none are able to react in time and one by one, they fall to the ground unconscious.

Several miles above the Earth's surface, on Skyways Express Flight 4918, bound for Pittsburgh, Mary Jane Parker gets an earful from an overzealous fan of "Secret Hospital", a soap opera MJ used to star in. Though she politely speaks with the woman, MJ cannot help but to think about Aunt May, who is back in New York in a coma, and Peter, who is doing God knows what. She knows she wants to make peace with her sister and father but she doesn't think she'll ever forgive herself if something were to happen while she is away. Suddenly, she gets this urge to vomit and takes off towards the bathroom.

Spidey and Ben have managed to get past the inmates and are making their way upstairs. Suddenly, both their spider-sense kick in, warning them of danger. As they leap out of harm's way, a whip discharging high-voltage concussion blasts comes cracking between the two of them. At the top of the stairs, Wild Whip, a super-villain that Ben (and not Spidey) has encountered in the past, roars in laughter. He doesn't stop there and continues his attack with a succession of concussion blasts. Spidey and Ben dodge the blasts fairly easily and Ben puts an end to it by knocking Wild Whip with a single blow. Unfortunately for them, another super-villain, who will not go down that easy, appears in a doorway: Carnage.

Meanwhile, upstairs, Chakra informs Judas Traveller that they are ready to depart. Judas replies that they cannot go yet, because the experiment has reached a critical juncture. He explains that the true Spider-Man stands on the precipice and questions whether he will flee into the abyss or rise to the challenge.

Back downstairs, Spidey and Ben face Carnage. The battle is fierce and brutal but by joining forces and moving in perfect harmony, striking, darting, dodging, ricocheting, and delivering blow after punishing blow, Carnage finally collapses to the ground in an unconscious heap. They return him to his special containment cell and continue to make their way up the stairs. As they pass a window looking outside, they spot Judas Traveller and his Host beating feet. They also notice that something has happened to the crowd that was surrounding the Institute, as they are all lying on the ground, either dead or unconscious. The two of them crash through the window to try and stop them from escaping. Judas Traveller splits from his Host and heads in an opposite direction. Spidey takes off after him while Ben chases the others. Executing an incredible twenty-foot summersault, Ben propels himself into the awaiting limousine mere seconds behind his targets but then, to his astonishment, the limousine is empty. His spider-sense suddenly kicks in and a fraction of second later, the limousine erupts in a fiery explosion seemingly with Ben still in it. Having witnessed this, Spidey is furious and catches up to Traveller who has ducked into Dr. Kafka's office. Spidey thinks he has Traveller cornered but Traveller uses his psionic powers to render him unconscious, but not before letting him know that they will meet again.

A short time alter, the figures sprawled outside Ravencroft slowly begin to stir. Noting that the energy barrier, which once engulfed the main building has vanished, the local authorities are soon shouting orders and securing the grounds. Though warned to stay outside, Dr. Kafka employs a persuasive and fiery tongue to go back in, accompanied by Colonel Jameson and Edward Whelan. While Jameson checks up on the status of the inmates in the maximum-security wing, Dr. Kafka and Edward head towards her office. When they get to her office, they find Spider-Man lying on the ground unconscious. As they revive him, Jameson storms in and informs them that all the inmates, including Carnage, have been accounted for, though some of them appear to have sustained a few cuts and bruises. Spidey is taken aback by Jameson’s report and wonders why Carnage had to lie about killing them. He is also puzzled about the way he and Ben defeated him so easily and who returned all the inmates back to their cells. Just then, Edward Whelan finds the letter planted by Chakra and postmarked from the previous week, and hands it to Dr. Kafka. She reads it out loud; it is a letter from Judas Traveller sending his regrets and letting her know that a prior commitment is preventing him from accepting her invitation. Edward Whelan comments that the man who was there must have been an impostor. Spidey confesses that it might be possible but still wonders who he was.

Inside a limousine, somewhere on a highway, Judas Traveller and his Host are quite fine, despite the earlier explosion. Traveller compliments Mr. Nacht on his notes and explains that the true Spider-Man appears to be a decent and noble individual, possessing an above-average – bordering on the obsessive – sense of responsibility. He comments that his genetic duplicate is also quite intriguing and adds that they are both certainly worthy of future study.

Back at the institute, one of the cop tells Dr. Kafka that they were unable to find any physical evidence of anyone inside the burnt-out wreck of the limousine and that no one from the news media has gotten a clear picture of any of the terrorists. At this point in time, Spidey wonders if his clone, Ben, escaped before the blast or if he was just another one of Traveller's mind games. Dr. Kafka approaches him and asks if he wants to talk about it. Spidey wished he could share his troubles with her – perhaps she could help heal his shattered life – but he is not ready for such ministrations and web-slings away. Some distance away, a lone figure pauses at a crossroads. He wonders whether to continue his nomadic journey begun so long ago or follow an inner voice, which directs him south towards the spires of Manhattan. In the end, the reflexes of the man who calls himself Ben Reilly proved equal to the Traveller's challenge, propelling him to safety mere instants before the explosion. At last, after too many years, this man has finally returned home. Will he now stay…or return to exile.