After battling the Gladiator as Spider-Man, Peter Parker was forced to go to Dr. Curt Connors for stitches. Peter told Conners about his accelerated healing, and the doctor decided to study Peter’s special blood. Told his DNA might be a cure for cancer, Peter agreed to let Connors run further tests on his blood. Using Richard Parker’s notes, Conners spliced his own DNA with Peter’s, creating an entirely new organism, whom he dubbed “Little Ben” after his assistant, Ben Reilly. The organism quickly matured and escaped Conners’ lab, instinctively draining the first person it stumbled upon, a security guard, killing him. It roamed the streets of New York, feeding off at least one dating couple in the same way it had the guard. Flooded with Peter Parker’s memories, the creature headed for Peter’s house, where it found Gwen Stacy and drained her, ending her young life. Conners managed to track the grieving Peter down and came clean about the experiment, but the creature found them and attacked Peter. Peter kept it occupied while Conners returned to his lab, where he hoped to find something that would kill the monster. As Peter and the creature battled through New York, it drained two police officers, nearly completing itself. As Peter saw the creatures true face, he was horrified to see it wasn’t his own but his father’s. Enraged, Peter battled the creature into position near the same smokestack he had previously used to destroy his sample of the Suit; he knocked the creature into its superheated core, seemingly destroying the monster. Conners later turned himself over to the authorities for his part in the creature’s murders, but Ben Reilly took a sample of Peter Parker’s DNA from the lab before it was shut down.