When Spider-Boy was trapped on the world of the Other fighting alongside his fellow heroes in the Secret Crisis, he found a powerful suit of armor which boosted his strength and responded to his thoughts. Upon his return to Earth, Spider-Boy soon discovered that the armor was actually a sentient shape-shifting being made from a part of the Other himself!
During the Secret Crisis Spider-Boy had also met an alternate version of himself from the world known as Earth-Prime. On Earth-Amalgam Spider-Boy had been cloned by Project Cadmus from the DNA of researcher Peter Parker (who was killed in an accidental lab explosion) and raised by General ‘Thunderbolt’ Ross who taught him that with great power comes great responsibility. On Earth-Prime however, General Ross was also killed in the explosion that ended Parker’s life. As a result, the Spider-Boy of Earth-Prime was raised by a bitter Cadmus scientist named Eddie Brock.
After the Secret Crisis, this alternate Spider-Boy found himself the only survivor of Earth-Prime. He was consumed by grief, anger and bitterness and blamed the heroes of Earth-Amalgam for his loss. He knew that in order to win his revenge he'd need an edge. As he pondered how to gain more power he found himself in an abandoned church. It was there he found Spider-Boy’s abandoned sentient armor! The two twisted beings bonded and before long they became one of the biggest threats the Amalgam Universe has ever faced, SPIDER-BOY PRIME!
With the armor, Spider-Boy Prime went to find Spider-Boy, and saw him with his true love, Cassie Watson. Spider-Boy Prime captured Cassie Watson and kept her held hostage at an old factory. When Spider-Boy found the ransom note and got there, he found the place had already been set on fire. Spider-Boy Prime said the only way Spider-Boy could get Cassie would be to fight Spider-Boy Prime... to the death! After a long fight, Spider-Boy knocked Spider-Boy Prime down, and the alternate reality Pete hit his head on a huge metal piece of junk, and was knocked unconscious. The fire fighters and SWAT team came after the fight, only to find that Spider-Boy Prime had escaped. Later, Spider-Boy Prime becomes the leader of the Fearsome Six, a gang of anti-Spider-Boy terrorists.