Cloned from the DNA of Spider-Man, Ben Reilly has the comparative strength, speed, and agility of a spider, as well as the ability to cling to walls and a "spider sense" which warns him of danger. He was killed at the hands of the original Green Goblin, but resurrected under mysterious circumstances. The Scarlet Spider recently relocated to LA, looking to make a good name for himself and his alter ego.

Once she was a normal woman. Then she gained incredible powers thanks to the government and Julia Carpenter's life changed forever. Now powerless again, the former Spider-Woman works for SimsCorp at the head of the Scarlet Spider project, and is working very closely with Ben Reilly to fully realise the scope of the project.

One of the nation's richest men, Ezekiel Sims is the CEO and primary shareholder of SimsCorp. His life doesn't end there, as he also has powers similar to the Scarlet Spider and Spider-Man, and seems to have a vested interest in Ben Reilly's life. Exactly why remains to be seen.

A group of super-criminals led by Geoffrey Wilder, the Pride controls the seedy underbelly of Los Angeles. The group is comprised of six couples, each embodying one aspect of superhuman crime- organized criminals, aliens, mutants, time travellers, mad scientists and mystics. With unknown motives and a massive power base, this group is perhaps the most dangerous grouping of supervillains in history.

The Sinister Six is a group of Spider-Man's deadliest enemies that has often plagued the hero throughout the years. The group's newest incarnation, led by a reborn Electro, have moved to LA to plague the Scarlet Spider. The new group includes Electro, the Sandman, Mysterio, the female Doctor Octopus, Scorpia and a new incarnation of the Lizard.