‘Spider-Noir’: How Did Ben Reilly Get His Powers? The Horror of The Spider Explained

Back in the war, before Ben was a washed-up gumshoe who owed his secretary Janet several weeks of back pay, he was just another Army doughboy shipped off to Eastern France to help liberate a tiny town crawling with Germans. During the operation, Ben stumbled onto a cage packed with battered POWs left to rot by the enemy. The prisoners helped save Ben’s hide after soldiers tried to plug him, and once the Americans busted the cage open, Ben and Private Smith pushed deeper into the compound looking for answers.

What they found was the kind of stuff that makes grown men cry and creates nightmare fuel for a lifetime. Men strapped to beds, their bodies mutilated by experiments, with jars full of creepy-crawly bugs and deadly critters connected to them through rubber hoses and wires. They were being mutated, deformed, and experimented upon in the hopes of making a super-soldier. Somehow, the mad scientists were hoping to graft the more useful aspects of these critters onto these poor souls to make them jump higher, or fly, or crawl across walls like human-sized bugs straight out of a penny dreadful.

Then came the real horror show: a half-man, half-arachnid test subject, almost completely transformed and on the edge of death, who, in his final moments, lunged at Ben and bit him before Smith could put the poor devil down. As flames and chaos swallowed the joint, Ben gave the only order that made sense: “Burn it. Burn it all.”

What happened after the war?

Ben saved the lives of those men, but for some reason, years later, he remained the only person whose powers weren’t killing him. The other survivors from the camp became unstable as their abilities grew stronger and more dangerous, bringing them closer and closer to meeting the Reaper. But Ben was different. Unlike the others, he didn’t receive his powers through experimentation. He got them from a bite.

Ben can’t seem to escape being a hero, gosh darn it!

Later on, Ben’s little condition caught the attention of Dr. Faber (Amy Aquino), who was desperately trying to cure her rapidly aging son, Odgen. But considering she seemed to get her bedside manner from Dr. Mengele, Ben didn’t exactly take a shine to her. She kidnapped the poor sap and ran him through a fresh round of experiments, eventually discovering a cure for the super-powered mugs who were heading toward an early grave. Unfortunately for Ben, that cure was found in his own body parts, causing the good doctor to mutilate the P.I. to get what she wanted.

Originally, Ben only took Cat’s (Li Jun Li) missing person’s case with Flint (Jack Huston) because he wanted to learn what gave them these powers in the first place, hoping maybe something could take them away. But in the end, funny enough, he wound up being the very thing that saved them all.

Spider-Noir, Streaming now on MGM+ and Prime Video, available in both “Authentic Black & White” and “True Hue” color