After his villainous actions, Otto Octavius was given a chance to redeem his past crimes by using his scientific genius to work for the CIA and the FBI. Ben Reilly, Dr. Conners' lab assistant, was also given a similar deal for his involvement in creating Carnage. Using their collective scientific research and Peter Parker's DNA, they successfully created a new series of clones of Peter Parker, one of which was a female version of Peter Parker called Jessica Drew. By the time Jessica was aware of her own existence, she became a fully developed clone.
When she first awakened, Ben explained everything to fill in the blanks for Jessica, that she was created to be specifically to work for the CIA and that her memories as Peter Parker were going to be wiped. Sometime later, before the process to be turned into Spider-Woman was completed, before her memories were manipulated by Cassandra Webb, the "Stacy Experiment" broke free, releasing the other clones, Kaine, Tarantula and Scorpion. The clones panicked and wanted to escape; Jessica tried to calm the clones down, but she opted to escape as well.
After escaping, Jessica resolved not to let any of the clones to disturb Peter's life; Jessica didn't have the chance to stop them as she had trouble processing her thoughts. While sorting things out at the abandoned warehouse Peter and Mary Jane Watson hung out, she encountered a very upset Peter, accusing her of kidnapping Mary Jane. Jessica tried to explain herself, but as Peter furiously attacked her, she had to knock him out and escape the scene.
Later, Jessica rescued Peter from being arrested by S.H.I.E.L.D., in order to help him find Mary Jane, and told him her story. They finally arrived to their destination, Jessica suspected that one of Peter's clone took Mary Jane to one of Osborn Industries' abandoned facilities. When they arrived there, they found an Oz-mutated Mary Jane fighting the imperfect clone Kaine, with an unconscious Tarantula near them. As Mary Jane was turned back to her human form by visualizing Peter, he demanded Kaine to know how he got Oz. Just then, Otto Octavius came in and took credit for giving Kaine the dangerous chemical.
Jessica had to hold Peter back from attacking Octavius, as S.H.I.E.L.D. also arrived to the facility. Peter asked Mr. Fantastic to take Mary Jane to the Baxter Building in order to treat her, and Kaine was killed by S.H.I.E.L.D. agents when refusing to let MJ go. Otto was grateful for Fury's handling of the situation, and told Fury to take back his experiments, which he revealed to have been created under FBI orders.
Peter made a deal with Fury. To be left ten minutes alone with Otto and the clones, and to surrender following that time. He and the clones attacked Otto, who revealed them that he could not only control his tentacles, but metal. He created a tornado of metal debris with which he killed Tarantula, and proceeded to recreate his arms to confront Jessica and Peter. Both managed to coordinate an attack and render Otto unconscious. After defeating Octavius, Peter intended to live up his end of the bargain and face Fury. Jessica reminded Peter that Fury made Spider-Slayers against him to kill him. Peter still insisted that he must face this matter as the security of his loved ones were at stake. Jessica wasn't willing to argue about this with him and escaped to the abandoned warehouse, where she later met Peter and noticed him that she was going to start a new life as Jessica Drew.
Jessica wanted to stop the "spider-twins", but wasn't strong and fast enough, and was knocked out. she was then brought to the "spider-twin's" employer, Dr. Droom. Dr. Doom now working with HYDRA, wanted to study and eventually dissect Jessica. She was saved by Miles Morales' new power. And then the world ended.
In the Ultimate Universe, when Dr. Octopus and Ben Reilly were experimenting with Peter Parker’s ( Spider-Man) genes for the CIA at Roxxon, they managed to create five clones of Peter: Spider-Woman, Scorpion, Kaine, Tarantula, and one who was made to think he was Richard Parker. Spider-Woman's genes were altered the most, as she was the female clone of Peter. She was given the name Jessica Drew, agent Spider-Woman, and was prepped for a memory swipe, and later she would receive new, implanted memories of being a woman. The woman who would do the head-job was Cassandra Webb. But just as she met Webb, the Carnage-experiment escaped and released the other clones. Kaine wanted to find Mary Jane; however, Spider-Woman was against making any contact with Peter Parker’s life.
Spider-Woman is created by Brian Michael Bendis to be the equivalent of Scarlet-Spider and Spider-Woman of Earth-616. Although there are too many differences that she can't really be considered to be either of them. she first appeared in Ultimate Clone Saga in Ultimate Spider-Man #98.
Major Story Arcs
Most of the Spider-Man clones were not stable, and three of them escaped. Spider-Woman decides to follow the clones to make sure they don’t make contact with real Peter or Mary Jane. But as she approaches "her" old house, Peter’s memories come rushing back and she loses it for a while. She hides in old abandoned warehouse, where she used to hang out. There she meets the real Peter Parker who was looking for Mary Jane and is quite freaked out.
Peter accuses her of taking MJ, and the two have a little sparring match. Spider-Woman being more in control than Peter, manages to knock him out and run away. Later that night, when Peter Parker was captured by S.H.I.E.L.D., she steps in and helps Peter to escape. During their search for other clones, she explains to Peter who she actually is and how she was created. They happen upon an old Oscorp building where Spider-Woman thinks the one called Kaine might be.
They enter the building and see two of the clones fighting a hairy monster, which turns out to be MJ injected with the Oz formula. The original Peter Parker manages to calm MJ down, and she transforms back to a human. But then Nick Fury, Fantastic Four and Dr. Octopus arrive. Peter convinces Mr. Fantastic to take MJ away and to try to cure her. Once the Fantastic Four leave, they learn that Dr. Octopus was the mastermind behind the clones.
Peter makes a deal with Nick Fury, that he will go with S.H.I.E.L.D. if he leaves Dr. Octopus alone with them for 10 minutes; Nick Fury accepts the offer. Tarantula immediately attacks Dr. Octopus after Fury leaves, but Dr. Octopus reveals that he can control metal and builds himself new metal arms, Tarantula is pierced by one of the flying pieces and dies. Peter Parker and Spider-Woman then attack Dr. Octopus and after a long a hard battle they manage to defeat him. Spider-Woman however didn’t want to go back into the CIA, and escapes. She goes back to the old warehouse in Queens, and waits for Peter to show up. He eventually does, and they say their goodbyes. She decides to leave New York and be Jessica Drew for a while; Peter also gave her a blessing to use the Spider-Woman name.
Months later Spider-Woman returns to New York. As she swings through the city, she notices Vulture flying with a big bag of cash. She drops on him and webs him up for the police. But then Human Torch shows up, and she slips by mentioning his real name. Human Torch is curious how she knows that and what her relation is to Spider-Man. Human Torch asks if she is Spider-Man’s cousin, but she quickly swings away to avoid further questions. Then unexpectedly, a giant wave of water hits New York. Spider-Woman does whatever she can to help, saving some people from being hit with a power line. Recognizing one of them as Aunt May, she grabs her and swings to a rooftop. At first Aunt May can’t handle that she calls her "aunt", but as she sees the damage around her, she asks Spider-Woman to bring Peter Parker back to her. Spider-Woman promised she will. As she swings through the city, she notices a purple sphere. As she approaches it, she sees the sphere explode.
Spider-Woman is hit with the resulting hit wave and falls to a nearby roof. Hulk sees her and comes rushing towards her. Jessica tries to get away, but Hulk catches up with her. Luckily the military arrive and catch Hulk’s attention. Spider-Woman returns to the epicenter of the blast to search through the rubble, but finds nothing. Kitty Pryde then arrives, and Spider-Woman is happy to see her. She rushes to hug her, but Kitty doesn’t recognize her and she phases through her, which hurts Spider-Woman. The two then save several dozen people together, and when the rescue helicopters arrive and took the civilians away, they go to search through Dr. Strange's house ruins. At first they don’t find anything, but when some of the water floods the street, it carries a tattered Spider-Man mask to them.
Ultimate Spider-Man Vol 2
Months after the global disasters, Jessica meets Bombshells: a mom and her daughter robbing a bank. While battling them, Human Torch shows up, and helps her to defeat the villains. After the battle, the Human Torch again asks questions about her relation to Spider-Man, but then pretends to leave. Spider-Woman ducks into an alley and takes off her mask, only to be confronted by Human Torch again. Finally she gives in and tells Human Torch that she is Jessica at which Human Torch asks her out. Her answer is not revealed, but Johnny later brags that they kissed.
Spider-Woman continues her original plan of bringing down Roxxon. She's sure that they will try cloning someone again, just because they already crossed that line with her. After of months of observing them, she witnesses an attack on the Roxxon building. Although she believes that they themselves are to blame, she still goes in to save them. Later, Jessica hears about the attack on the Baxter Building, and then she herself is attacked. Managing to dodge out of her apartment, Jessica swings away from the attacker. She goes to Soho to check on Spider-Man, but is too late, as the attacker had been there too.
Spider-Man is however okay, but she decides to wait outside. When Spider-Man suddenly swings away, she follows him. They agree to have a team-up and go after the one responsible for the attacks. Spider-Woman suggests that they infiltrate Roxxon, because they were also attacked, and they might learn something: either Roxxon created it, or why they were attacked exactly. Spider-Woman makes herself an alias, Julia Carpenter, and applies for a position in Roxxon as a scientist. On her first day she is introduced to a group of people who she is meant to work with: The Brain Trust. In that group are: Dr. Arnim Zola III, Private Investigator Misty Knight, Nathaniel Essex, Dr. Layla Miller and Dr. Samuel Sterns.
Shortly afterward, they witness another attack on the Baxter Building and Roxxon suggests they move into underground bunker. While waiting there, Misty Knight starts to ask her questions and figures out that Spider-Woman is not who she says she is. The Brain Trust then reveal that they suspect Roxxon in the attacks as well. Spider-Woman still doesn’t trust them and when they want to see her powers, she webs them all up and runs from them. One of the Brain Trust members transforms into a brute of some sort and knocks her out before she can get away though.
Spider-Woman awakens, bound on a table and meets the man behind the Brain Trust, Doctor Octopus. It doesn’t take long for Spider-Man to arrive and save her just before Roxxon is attacked again. Spider-Man and Spider-Woman start rescuing civilians. They also notice Doctor Octopus is in danger. Spider-Man rushes to help him. Although Spider-Woman wants to let him die, Spider-Man eventually manages to convince her to save him. Rick Jones arrives with Human Torch and they learn that heroes are gathering to take down Reed Richards. Spider-Woman and even Doctor Octopus join the group.
During the attack in the Negative Zone, Spider-Woman meets the Ultimates for the first time, and assist Captain America himself. After the confrontation with Reed Richards, Spider-Woman becomes an agent of S.H.I.E.L.D. on the request of Carol Danvers.
Spider-Woman is an agent of S.H.I.E.L.D. and a member of the Ultimates. She aids the Ultimates in their struggle against The City and on returning to her apartment in the Triskelion she finds a dossier on Miles Morales left by Nick Fury. This dossier details Miles and his activities as Spider-Man. Spider-Woman confronts Miles as he is in a knock-off Spider-Man costume. She kicks him in the face and demands to know who he is.
At the Triskelion, Spider-Woman and Nick are talking to Miles about his future and what they will do with him when Electro breaks free from containment. Miles fights Electro and gains the upper hand due to his camouflage ability and manages to disrupt Electro's powers through a venom sting. This gives Fury the opportunity to open fire on Electro. With Electro detained once again, Nick sees the potential in Miles and instructs Spider-Woman to give him a suit. Spider-Woman makes it clear to Miles that this is his one and only chance. Currently Spider-Woman is fed up on being in the Ultimates team. She was captured along with Jamie Braddock who is current Captain Britain by the new SHIELD director Flumm.
She seems to be released as she took part in Captain America's swearing-in to presidency. When president Captain America went to join the states once more, Spider-Woman joined him and was part of the ground forces. Spider-Woman was teamed with Miles Morales, against her will. Since she didn't like it, she asked Miles to go home several times, but to no avail. After Miles got lost in the fight Spider-Woman went after him worried for his safety. She found him and brought him back to New York. When Miles asked why she cares so much, she promised to one day tell him.
One Year later, she tries to get Miles Morales to get back into Spider-Man costume after his mother died. He turns her offer down, and she later sneaks into Miles' room and leaves the costume there. When he still doesn't use it. she sneaks back there to check if the costume is there. Miles comes home and finds her sitting on his bed. Spider-Woman then reveals her origin to him, that she's the clone of Peter Parker. And that she was created by Roxxon, just as the Cloak and Dagger were. She asks Miles' help to stop Roxxon.
After earth was saved from the Galactus by Kitty Pryde, Spider-Woman recreated the Ultimates with Spider-Man, Bombshell, Cloak and Dagger. She also took the name of "Black Widow" and changed her outfit. They fought the Serpent Skulls, and in the fight Jessica got dosed with a drug. Luckily her SHIELD contacts saved her. Jessica came out about her origin with the girl members of her team, when they spent some time on a beach, and confessed that she likes girls. After taking down the Serpent Skulls, Jessica and the All-New Ultimates were targeted by the new Taskmaster.
Some months later, Spider-Woman and Miles Morales stood in front of the tombstone of his parents. It was at this point that they where attacked by a group of extremely powerfull beings known as the Inheritors. Spider-Woman and Miles where however luckily saved by the Spider-Man from the 616 Universe. When they where safe, both Spider-Woman and Miles where told that the Inheritors where hunting down Spider-totems all across the multiverse. That meant that both of them where in direct danger. Spider-Woman and Miles decided to join the other Spider-Men that had gathered from across the multiverse in order to stop the Inheritors. Jessica joined "Team Clone", and went on a direct assault mission on the Inheritors' home planet, to destroy their cloning facilities, so when they die, they die for good. They succeed in their mission, but Ben Reilly was killed. After the inheritors were defeated in a group effort, Jessica and Miles got sent back to their home universe.
Powers & Abilities
Spider-Woman has all the powers of Spider-Man (spider-like super strength, speed, and agility, as well as wall-crawling and a spider-sense that warns her of danger) plus the ability to fire webs from her fingertips (an ability the original Jessica Drew had in the 1970's Spider-Woman cartoon series).
Spider-Man/Peter Parker: genetic template/father, deceased
May Parker: aunt
Ben Parker: uncle, deceased
Ray Parker: grandfather, deceased
Mary Parker: grandmother, deceased
Scorpion: clone/brother, currently incarcerated by SHIELD
Tarantula: clone/brother, killed by Dr Octopus
Kaine: clone/brother, deceased
Dr. Octopus/ Otto Octavius: creator, deceased