Appearing in "Beware...The Black Widow!"
- 🢐 Gwen Stacy 🢒
- 🢐 Harry Osborn 🢒
- 🢐 George Stacy 🢒
- 🢐 Anna Watson 🢒
- 🢐 Aunt May 🢒
- Daily Bugle Staff
- Iron Man (Tony Stark) (Only in recap)
- Hawkeye (Clint Barton) (Only in recap)
- Crimson Dynamo (Boris Turgenov) (Only in recap)
- Nick Fury (Only in recap)
- Red Guardian (Alexi Shostakov) (Only in recap)
- Nikita Khrushchev (Only in recap) (Topical Reference)
- Kingpin (Wilson Fisk) (Mentioned)
- Avengers (Mentioned)
- SHIELD (Supreme Headquarters, International Espionage, Law-enforcement Division) (Mentioned)
- Woody Allen (Mentioned) (Topical Reference)
Races and Species:
- New York
- Missouri (Mentioned)
- Spider-Man's Web-Shooters
- Black Widow's Gauntlets (First Appearance of New Model)
- Black Widow's Suit (First Appearance of Black Costume)
- Iron Man Armor Model 2 (Only in recap)
- Crimson Dynamo Armor Mark I (Only in recap)
- Hawkeye's Bow (Only in recap) and Trick Arrows (Only in recap)
- Hawkeye's Suit (Only in recap)
Synopsis for "Beware...The Black Widow!"
On his way home following his battle with the Kingpin and the Schemer, Spider-Man just misses running into the Black Widow. The Widow gets a sudden inspiration to try and find a way to combine Spider-Man's powers with her own abilities. She returns to her home where she decides to abandon her old costume. After recalling her recent past, she decides to design a new costume, as part of her "rebirth."
Meanwhile, Spidey is about to enter his apartment when he spies Harry Osborn, Gwen and George Stacy waiting for him. Sneaking some clothing, Spidey changes back into Peter Parker and enters the apartment. When Gwen sees the bruises on his face, she demands to know what sort of trouble he's in. When Peter isn't forthcoming with answers, she tells him not to call her until he can promise not to get involved with Spider-Man ever again, and leaves with her father.
As the Black Widow prepares to go out searching for Spider-Man to prove who is the better, Peter can't study because he feels as though he's getting groggy. He goes out web-slinging, but has to pause to rest and has the poor fortune to take a breather on the Daily Bugle building and trades barbs with Jameson. Checking in on his Aunt May, he accidentally startles her when she sees Spider-Man in the window.
Returning to the city, Spider-Man is attacked by the Black Widow, they have a brief battle where the Widow gains the upper hand and ropes up Spider-Man. However, Spider-Man manages to break free and gum up her venom-sting bracelets with his webbing. However, before he can do anything else she flees the fight. Later she decides that she was wrong to try and get the secrets to Spider-Man's powers, and that her own abilities are unique to her and that she should forge her own destiny.
Finally, Spider-Man begins to get very ill and returns home. There he takes a look at his blood in a microscope. His research finds that his spider-powers are once more beginning to fade. Now posed with what he's always wanted: A life free of the responsibility that comes with being Spider-Man, is this what he truly wants?
A startled Spidey faces a foe whose powers resemble his own! She's the new, beautiful, breath-taking Black Widow!
- The Black Widow recounts some of her recent activities, these are:
- Her early battles with the Crimson Dynamo against Iron Man in Tales of Suspense #52–Tales of Suspense #53.
- Her romance with Hawkeye which started in Tales of Suspense #57.
- Adopting her first costume in Tales of Suspense #64.
- Black Widow was an ally of the Avengers from Avengers #29–Avengers #44 which led to the death of her ex-husband the Red Guardian.
- She eventually left Hawkeye in Avengers #76.
Events in this story happen behind the scenes that affect the chronology of the following characters:
- 🢐 Page 1-12 🢒 - Spider-Man struggles with being sick, maintaining his double identity amid the Stacy's interrogations.
- 🢐 Page 13-19 🢒 - Spider-Man battles the Black Widow.
- 🢐 Page 1-6 🢒 - The Black Widow recounts her origins and decides to reinvent herself as a hero by learning Spider-Man's secrets.
- 🢐 Page 7-12 🢒 - The Black Widow stalks Spider-Man.
- 🢐 Page 13-19 🢒 - The Black Widow battles Spider-Man.
- The Black Widow's appearance in this issue was also to plug into her then new series Amazing Adventures (Vol. 2) #1 where she next appears.
- Spider-Man meets Black Widow for the first time.
- In this issue, the Black Widow abandons her original costume in favor of her trademark skin-tight black costume. This costume and her new look was probably inspired by various spy-orientated television shows of the 1960's (Such as The Avengers, The Man From U.N.C.L.E. and James Bond.)
- First appearance of Black Widow with red hair.