Appearing in "Powerless"
- Peter Parker (First appearance)
- May Parker (First appearance)
- Ben Parker (First appearance)
- Mary Jane Watson (First appearance)
- Harry Osborn (First appearance)
- Flash Thompson (First appearance)
- Kong (First appearance)
- Norman Osborn (First appearance)
- Oscorp (First appearance)
- OZ Experiment Arachnid No. 00. (First appearance)
- Liz Allan (First appearance) (Unnamed)
- Ross Andru (First appearance) (Unnamed)
- Albert Einstein (Poster) (First appearance)
- Earth-1610 (First appearance)
- Earth (First appearance)
- United States of America (First appearance)
- New York State (First appearance)
- United States of America (First appearance)
- Earth (First appearance)
Synopsis for "Powerless"
At Osborn Industries, Norman Osborn is hard at work with his genetic technicians. They are using various subjects, such as spiders, on the OZ project. As Norman has to talk with his lawyer over the phone urgently, his assistant fails to cap the container on the spider case, and the arachnid escapes. Elsewhere, in Queens, Peter Parker reads a chemistry book in a mall food court. As he tries to study, some rowdy teenagers pester him by throwing food. A sympathetic red-head (Mary Jane Watson) looks on with sadness. Before the other teens can stir up more trouble, Peter's uncle, Ben Parker, shows up and wrangles Mary Jane into a conversation with Peter and him.
The next day at his public school, Peter is further instigated by Flash and his big friend, but Harry Osborn shows up and helps the guys to leave Peter alone. Peter and Harry are friends even though Harry is on the team with the other lugs. Later that evening, Ben and May Parker discuss the possibility that Peter may have S.A.D., but Peter just shrugs it off. Harry comes by so they can study and it is revealed Peter's parents had died in a plane crash. When Peter trails off about an adhesive invention his father had worked on before dying, Harry ends up leaving. Norman is too busy to be bothered with Harry when he tries to remind his father his class will be in the lab the next day. As the class is going through Osborn Industries, Peter is bitten on the hand by the same spider shown at the beginning. Even though he has a seizure, he recovers after blacking out. Norman has a meeting to discuss what to do about Peter, decides to pay his hospital bill, and notes that we wants to keep an eye on the boy.
In school the next day, the heckling continues but as Flash's pal Kong is about to trip Peter, Peter reacts instinctively and flattens him onto the ground. Peter faints again and is taken to the hospital. He has blood taken, but the sample is replaced by one of Osborn's men. As Norman examines the blood, he notices the toxins will kill Peter. He decides to send his goon Shaw to kill him before that happens, so that no one finds out he died because of his Oscorp. When Shaw tries to run down Peter with his car, Peter reacts for some reason (spider Sense), and leaps over the car. When Shaw reports back in, Norman aborts the kill so that he may study the boy further. Peter begins to research and realize the spider has affected him somehow. After a confrontation with May and Ben, Peter wakes up in the middle of the night and tries to climb the wall. The issue ends with Peter hanging upside down from the ceiling.
Appearing in "X-Men"
- Professor X (Professor Xavier) (First appearance)
- X-Men (First appearance)
- Magneto (First appearance)
- Unnamed Cape Citadel soldiers
- Unnamed NASA staff
- Daily Globe
- Harlem Globetrotters (Mentioned)
- John Grey (Mentioned)
- Elaine Grey (Mentioned)
- Brian Xavier (Mentioned)
- Sharon Xavier (Mentioned)
- United States Government (Mentioned)
- Christian Dior (Mentioned)
Races and Species:
- Wolves (Mentioned)
- Apes (Mentioned)
- Birds (Mentioned)
- Ghosts (Mentioned) and Spirits (Mentioned)
- Frogs (Mentioned)
- Magneto's secret laboratory.
- X-Uniforms (First appearance)
- Cyclops' Visor 1.0 (First appearance)
- Magneto's Helmet (First appearance)
- Ruby-Quartz Sunglasses (First appearance)
- Nuclear missile
- Hunter missile
- Professor X's Remote-Controlled Jet (First appearance)
- Professor Xavier's Rolls Royce (First appearance)
Synopsis for "X-Men"
At Xavier's School for Gifted Youngsters in Westchester County, New York, Professor Charles Xavier summons his students telepathically. When the Beast, Angel, Iceman, and Cyclops arrive, he puts them through a series of exercises to hone their mutant talents. Xavier then introduces them to a new student, Marvel Girl, to whom he explains the purpose of his school: his students do receive an education, but they are also the first line of defense against evil mutants.
Meanwhile, at Cape Citadel, Magneto causes a rocket to crash. The next day he takes over the whole base and claims it in the name of Homo superior (i.e. mutants). When Xavier hears about the incident, he sends his X-Men on their first mission. Cyclops uses his eye beams to make a hole in Magneto's force field, thus alerting him to their presence. Magneto launches a volley of heat-seeking missiles, which lock on to Angel; Iceman knocks most of them out, and the Beast catches the last one.
Magneto then sends metal debris at Angel; Cyclops destroys it. Magneto flings a burning tanker truck at the team; Iceman covers them with an ice shield, and Cyclops blasts a tunnel under the flames so that they come up near Magneto. Unprepared for such power and resourcefulness, Magneto sets up another force field and levitates himself to safety.
A man is seen waiting inside his large exclusive private school. Suddenly, he "calls out" mentally to his students stating that he is Professor X and he is ordering them to appear in class at once. Then four costume-clad people appear and report for their lessons: Cyclops, the Angel, Iceman and the Beast. Angel and Cyclops help the professor get comfortable in his chair. Iceman plays a prank on Beast and freezes his arm. Angel has to pull the two off each other and Professor X begins their training lessons using his "training machine".
The Beast is first and is given timed lessons to help him with his agility skills. He first grabs a taut wire with his toes in a second and a half. He then spins wildly on the wire and jumps through the room in exactly three seconds. Then he practices his balancing skills while Cyclops slackens the wire tension causing him to jump off and land on his feet. The Angel takes his turn and tests out his wing reflexes. He flies around jet flames, through a giant closing clamp and then skips through a bladed spinner without a slip. He becomes overconfident and when a sound concussion blasts around him, he loses his edge and begins to fall but then recovers. Iceman asks the professor to allow him to take more risks even though he is the youngest student. The professor tells him not to rush things. Iceman then feels that if he is going to be treated like a kid, then he will start acting like one. He finds "snowman items" and puts them on to joke around. Beast throws a ball at him since he is off-guard and Iceman reacts quickly creating an ice "boomerang-sled" sending the ball right back at Beast. Cyclops shows off his leadership skills and uses his beams to stop the group from goofing off. Professor X stops the team and readies them for the new student who has just arrived by taxi.
A redheaded woman steps from the cab and the group begins bantering with each other about the fact that a girl is joining the school. The team goes and changes while the woman enters and is greeted by Professor X who apparently sent her [Jean Grey] a letter to be enrolled as a student of his school. She questions the type of school that she sees and Professor X states that it is a school for the "specially gifted", mutants, like herself and the others. The professor introduces the rest of the team, using their real names and codenames, to Jean Grey, whom he says is now known as Marvel Girl. She shows off her powers of telekinesis to the rest of the team by moving chairs and books. The Beast, tries to give her a kiss and she turns him upside-down and spins him wildly in the air then throws him onto the couch. Professor X then tells the group their mission is to protect the world from mutants who would harm humans or other mutants.
Meanwhile, just such a mutant named Magneto, is hiding near Cape Citadel watching a missile launch. He uses his powers of magnetism to control the missile and send it crashing off-course into the nearby waters. The Army and NASA standby and are astounded that the missile was destroyed. They conclude that someone tampered with the missile prior to launch. The next day, the Daily Globe newspaper states that this was the sixth missile to be destroyed and a "phantom saboteur" has struck again. Then the soldiers begin seeing weapons firing randomly and tanks being controlled remotely. A message suddenly is written out in metallic dust in the sky and reads, "Surrender the base or I'll take it by force. - Magneto." While the message is being read by the soldiers, Magneto launches a missile from a silo near the base. He causes it to fall into the sea near an unmanned target ship. Magneto then walks into the base and takes control of it. He uses his powers to entrap the soldiers in a "magnetic-fence" from which they cannot escape.
The X-Men are alerted to the crisis at the Cape. They each get ready into their uniforms and ready to go. They are driven to the airport in Professor X's Rolls Royce and take his private jet to the Cape. The X-Men arrive and request the army hold off firing on the base for fifteen minutes. Cyclops uses his power to make a hole in Magneto's magnetic force field and this alerts Magneto of their presence on the base. Magneto fires heat-seeking hunter missiles at the team. Angel causes the missiles to lock onto him and follow him around in the air, while Iceman freezes them with snowballs. One missile gets through and Beast catches it with his feet. Marvel Girl then telekinetically sends it off into the sea. Magneto is amazed at the team's abilities and sends a pile of metal hurtling at Angel. The team stops to help him, while Magneto rolls a flaming barrel of rocket fuel at them. Iceman quickly encases the team in an ice cocoon when suddenly the tank blows up.
Magneto thinks he has won and starts to walk off when suddenly Cyclops' beam shoots out from the ground. The team emerges and begins to strike at Magneto full force. Magneto takes flight via magnetic repulsion and blocks the team from following him with a magnetic force field. They eventually breach it and Magneto has already disappeared. The army is gracious that the base is safe once again and thanks the X-Men for their help. The team then flies back home in the jet, while Professor X telepathically congratulates the team for a job well done.
Appearing in "Captain America Joins... The Avengers!"
- Namor the Sub-Mariner
- Baron Zemo (Heinrich Zemo) (First appearance) (Unnamed) (Only in flashback)
- Unnamed mobsters
- Vuk (First appearance) (Unnamed) (Main story and flashback)
- Bucky (James Barnes) (Only in flashback) (Apparent death)
- Numerous unnamed journalists
- Numerous unnamed New Yorkers
- NYPD officer
- Pete (First appearance)
- Little Red Riding Hood (Mentioned) (Topical reference)
- Medusa (Mentioned)
- Atlantean Army
- Hulk (Bruce Banner) (Vision)
Races and Species:
- Humans (Main story and flashback)
- Atlantean-Human Hybrids
- Fish (Main story and flashback)
- D'bari (First appearance) (Main story and flashback)
- Cows (Invoked)
- Milky Way (Main story and flashback)
- Solar System (Main story and flashback)
- Earth (Main story and flashback)
- Europe (Main story and flashback)
- Mediterranean Sea
- Atlantic Ocean (Main story and flashback)
- North America
- Earth (Main story and flashback)
- Solar System (Main story and flashback)
- Vuk's home galaxy (Mentioned)
- Netherworld (Mentioned) (Only in flashback)
- Iron Man Armor MK II
- Giant-Man's Suit
- Wasp's Suit and Bio-Synthetic Wings
- Captain America's Uniform and Shield
- Avengers' submarine
- Vuk's Spaceship
Synopsis for "Captain America Joins... The Avengers!"
After escaping his battle with the Avengers, Namor angrily continues his search for his missing people. He eventually finds his way to the North Sea, where he discovers a tribe of Inuit people worshiping a dead man frozen in a block of ice. Still angry at humanity Namor approaches the Inuit, causing them to flee as he throws the ice block into the water. It drifts away, slowly beginning to thaw.
By chance, the Avengers are in the area in their undersea craft. They spot the figure in the water and Giant-Man pulls him onboard. Upon inspection they notice that he wears the clothing of long-lost World War II hero Captain America. Suddenly, he awakens and, in a fit of panic and confusion, charges at the Avengers before realizing his surroundings and calming down. Iron Man asks the mystery man who he is and the Avengers are skeptical when he tells them he is indeed Captain America. After a brief demonstration of his ability they quickly change their minds.
Captain America explains his last memories: He speeds towards an experimental plane on a motorcycle with his sidekick Bucky. Unknown to the duo, the plane had been sabotaged by Nazi agent Baron Zemo. Bucky manages to get on board while Captain America slips and falls from the plane. The last thing he remembers is the plane exploding with Bucky on it as he falls through the sky into the frozen waters off Newfoundland.
Back in the present day, the Avengers have docked in New York City and are greeted by a crowd of journalists looking for interviews about the battle with Sub-Mariner and the Hulk. Suddenly, a camera flashes and turns the team into stone. The journalists think it is a publicity stunt and leave. Aboard the sea craft Captain America awakens and exits onto the dock. He also spots the statues but dismisses them as statues made to honor the heroes. Cap finds the modern world very unusual and alien but finds his way to a hotel.
Later, Cap is awoken by a vision of Bucky, but it is revealed to be Rick Jones. He has been following Cap's trail across town, looking for clues to the Avengers' whereabouts. They team up to solve the mystery and examine photos taken at the dock. Cap discovers one of the photographers carrying what looks more like a weapon than a camera, and Rick sends his Teen Brigade to search around the city to find the mystery man. Eventually Captain America finds the man in question and approaches him. His gang overhears his entrance and a fight breaks out. Cap easily defeats them despite being heavily outnumbered, and exposes the leader as an alien. The alien, a member of the race called the D'bari, explains that his spaceship crashed into the ocean and the Sub-Mariner promised to help him return to his planet if he turned the Avengers to stone. Captain America offers to help the D'bari if they reverse the stone effect on the Avengers and he complies, freeing the Avengers once again.
In his castle, the Sub-Mariner angrily observes the scene and plans another tactic to defeat the Avengers. As if by luck, a troop of his Atlantean Elite Guard pass nearby and Namor rallies them to his side.
Back on land, the D'bari leads the Avengers to the area where his ship is stuck on the seabed below. After Giant-Man and Iron Man attach a camera to the ship's hull, Thor manipulates his hammer, causing a torrent of magnetic waves that wrench the ship free. The D'bari dives to make any necessary repairs to his ship. On the surface, Giant-Man and Captain America are suddenly attacked by Namor and his elite guard, sending them into the water. Namor duels with Iron Man, slowly gaining the upper hand. The Wasp flies in to distract Namor, giving Iron Man essential recovery time. Namor's elite guard plead for aid against the mighty Thor, who is making short work of them. Thor deflects the Atlanteans' weapons back at themselves, scattering the troops. Namor now battles one-on-one against Thor. Meanwhile, under the water, Giant-Man is ensnared by a massive net. However, he escapes by taking a shrinking capsule before he suffocates. He emerges near Iron Man, and they take care of the remaining Atlantean elite guard. Namor again attempts to take Thor's hammer from him, to no avail, and soon has to deal with Giant-Man and Iron Man as well. Captain America watches, trying to get a feel of what sort of team the Avengers are. The fight is brought to a standstill when some of the Atlanteans reveal a hostage - Rick Jones! With his uncanny reflexes, Cap leaps in and frees Rick and the fight begins anew. Suddenly an earthquake strikes the island and the Sub-Mariner leaves, believing the Avengers to be consumed by it. Little does he know, the tremors were actually caused by the launching of the D'bari spacecraft. The Avengers watch the D'bari leave and then officially offer Captain America a place on the team, which he readily accepts. Nearby, Rick looks out on the ocean deep in thought, torn between his loyalty to the Avengers, and to his old friend the Hulk.
Appearing in "The Night Gwen Stacy Died"
Races and Species:
- New York City
Synopsis for "The Night Gwen Stacy Died"
In the previous issue Harry Osborn had taken LSD, which made him fall into a clinical Psychosis. This issue begins with Peter as Spider-Man now watching through their apartment window as Gwen Stacy and Mary Jane Watson are at Harry's bedside. The Osborn's family doctor Ray tells Gwen and Mary Jane that Harry has been taking drugs again. He gives Harry a shot of Thorazine, a tranquilizer to offset the effect of LSD. Spider-Man decides to do a quick change on the rooftop and go inside where he is then confronted by Norman Osborn.
Norman blames Peter for what has happened to Harry and later in this issue cracks under pressure returning to the Green Goblin persona.
Peter on his way to the Daily Bugle building feels a cold coming on from the change of climate between Montreal and New York. While talking to Robbie Robertson at the Bugle dropping off some pictures of the Hulk from his Montreal assignment, J. Jonah Jameson walks in and tells Robertson about Parker to "get this disease ridden menace out of my building. Before Peter leaves he points out that Robbie should have Jameson send him a bonus check for about two hundred dollars for the pictures.
When Norman leaves his son's bedside he begins to think how he has failed him as a father. Then he starts to hallucinate and sees his enemy Spider-Man coming at him, soon he flees from the apartment out into the street until he gets to Manhattan's lower east side.
There in a place he had almost forgotten lies his Green Goblin paraphernalia. Then after returning to the Goblin persona, he decides to kidnap Gwen. She is standing at the window of Peter and Harry's apartment wishing there was some way she could do to help Harry when the Green Goblin comes flying into view.
When Spider-Man finally swings back to the apartment all he finds is a pumpkin lantern and satchel left behind by the Green Goblin. He soon realizes that Gwen has been kidnapped and that he must rely on his Spider-Sense to lead him to where the Goblin is. His Spider-Sense leads him to the George Washington Bridge as it is Norman Osborn's favorite President where he spots the Green Goblin standing next to a motionless Gwen Stacy.
At the bridge Spider-Man attempts to get to Gwen but must fight the Goblin with everything he has. Both Spider-Man and the Goblin fight until the Goblin swoops down knocking Gwen off the side of the bridge. Spider-Man then goes to save her and as his Webbing catches her, her neck breaks and she dies instantly.
Spider-Man praises himself as he cradles the lifeless body of Gwen until he realizes that she is dead. The Goblin taunts him saying that "she was dead before your webbing reached her! a fall from that height would kill anyone before they struck the ground".
Holding the lifeless body of Gwen in one arm Spider-Man raises his fist into the air vowing to destroy and make the Goblin pay for the death of the woman he loved.
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