Appearing in "...And Then There Was One!"
- Spider-Woman (Mattie Franklin) (First appearance as Spider-Woman)
- Y2K Gang (First appearance)
- Spider-Woman (Charlotte Witter) (First appearance) (Real name not revealed)
- Mole Man (Harvey Elder) (Mentioned)
- 6 Monster Isle monsters
- N.Y.P.D. officers
- Avengers (Mentioned)
- Jessica Drew
- Mary Jane Watson-Parker
- Aunt May
- Julia Carpenter
- Rachel Carpenter (Mentioned)
- Daily Bugle
- Fantastic Four (Mentioned)
- Patrol cars
Synopsis for "...And Then There Was One!"
Mattie Franklin has given herself a new identity of Spider-Woman, In the opening pages she stops a gang who are robbing a bank of Gold. The Media is very interested and she poses for cameras as she answers question.
Meanwhile another much more sinister Spider-Woman is stealing the powers of former Spider-Women.The story switches to Jessica Drew in Madripoor where she uses her powers to fight this new mysterious villain but is quickly defeated.
Back in New York Mary Jane is ready to go on a fashion shoot when she almost finds out Peter is hiding his Spider-Man costume in her carry on bag. Julia Carpenter has fallen victim to the new mysterious Spider-Woman two days earlier. At the Daily Bugle, Jameson is hassling an intern to get the paper out on the streets with the headline "Who is the New Spider-Woman?" when Peter figures it out to be only Mattie Franklin who had impersonated him recently. Spider-Man and Mattie meet up just in time to be attacked by the new Spider-Woman who wants to aborb both their powers.
Appearing in "The Trouble With Girls"
- Spider-Man (Peter Parker) (Main story and flashback)
- Spider-Woman (Mattie Franklin) (Main story and flashback)
- Green Goblin (Norman Osborn) (Only in flashback)
- Shadrac (Gray Dolman) (Only in flashback)
- Spider-Woman (Charlotte Witter)
- Gathering of Five (Only in flashback)
- Jerry Franklin (Only in flashback)
- Aunt May
- Jill Stacy
- Betty Brant
- Goblin Glider (Only in flashback)
Synopsis for "The Trouble With Girls"
Still reeling from the attack by the new evil Spider-Woman, Peter Parker carries the unconscious Mattie Franklin across a rooftop, lamenting that he broke his promise to Mary Jane that he'd sworn off being Spider-Man and to take her to the airport that evening. Misjudging a leap, Spider-Man barely grabs hold of a windowsill of an empty office and hauls himself and Mattie inside to rest and recover from the evil Spider-Woman's Venom Sting. Removing Mattie's mask, Spider-Man marvels at how young she is - the same age he'd been when he first became Spider-Man - and wonders how she got tangled up in superheroics. Recalling Mattie had mentioned something about Norman Osborn and a ritual called Gathering of Five, Peter supposes that Osborn had gotten a double-dose of insanity while had Mattie gotten the power he'd been aiming for. After he'd quit being Spider-Man, Mattie had donned the red-and-blues herself, which in turn had brought him out of retirement to save her from Shadrac. Scolding himself for having forgotten that with great power there must also come great responsability, Peter wonders where she came from and how she got her powers. Regaining consciousness, Mattie grumbles that she's not a kid and asks Spider-Man if he knows where the evil Spider-Woman who ambushed her went. Spider-Man says that they managed to evade her, though presumably not for long; and Mattie verifies his theory on how she got her powers, noting that Osborn probably let her join because he thought he had a lock on the power. Noticing Mattie grimace in pain, Spider-Man tells her she needs to go to a hospital; but is surprised when she angrily refuses and lashes out, throwing him into the ceiling and shouting that she hates hospitals because they took her mother from her. Struggling to her feet, Mattie snaps that she'll be alright once her powers come back and punches a hole through the desk to test her strength. Apologizing for hurting him, Mattie makes him promise that he won't take her to a hospital no matter what before passing out again. Taking stock of their situation, Spider-Man notes that he'll need some help and a great deal of good luck if both himself and Mattie are to survive the night; before suddenly having an epiphany he knows MJ will be livid about.
At the Parkers' apartment, Mary Jane lifts weights as part of a TV cardio workout while she chats with Aunt May, saying that she doesn't need to worry about finances since she's paying her business manager to keep an eye on things. May responds that she's not used to an extravagant lifestyle; and when Mary Jane says that one "has to spend money to make money," Aunt May counters with "a penny saved is a penny earned." MJ concedes that May has a point, but that she's making so much money with her modelling career that she can't keep track of it all. May mutters that that's what concerns her, just as the phone goes off. Assuming it's Peter calling with an excuse for being late, MJ picks up only for a stranger to rant that he knows her. Creeped out, MJ violently hangs up - assuring Aunt May that she's fine - and wonders where Peter is, sadly thinking to herself that she though they were done with that part of their lives.
At her penthouse apartment, cat burgler turned private investigator Black Cat uses her gymnastics to get onto the roof, planning to bend the rules by robbing corrupt businessmen of their ill-gotten gains. Before she can set out, Spider-Man arrives with Mattie in tow and says he needs her help. A little while later, Spider-Man perches on Felicia's coffee table while Mattie rests on her couch. Black Cat says that Peter can stay as long as he needs to before teasingly stating that for as long as she's known him he's had girl troubles but that Mattie's a few years too young for him. Waking up, Mattie protests that she's not too young; then collapses as soon as she tries to get up. Supporting her, Spider-Man tells Black Cat that the evil Spider-Woman will hunt them down sooner than later, asking her to watch his back; which she quips she's been doing for years already.
Elsewhere, the evil Spider-Woman prowls through the city, hunting her escaped prey. Sensing Mattie's presence, she uses her retractile spider-legs to catapult herself.
Mary Jane and Jill Stacy walk towards the Daily Bugle, the latter asking the former why she suddenly called to rush Aunt May to her Aunt Anna's house in Queens before frantically rushing to the Daily Bugle. MJ states that she's just worried about Peter, but Jill voices her suspicions it has to do with the disturbing phone calls May mentioned MJ's been receiving. MJ vehemently denies this, Jill telling her to calm down; and MJ apologizes and says that there are things between her and Peter she thought was long-buried, and just needs to find him.
At Black Cat's apartment, she offers to order food for Peter and Mattie, who say they're not hungry. Mattie laments that being a superhero isn't working out for her and wonders if she should just give up; but before Spider-Man can respond the evil Spider-Man smashes through the window and knocks her out. Spider-Man and Black Cat leap to Mattie's defence, but are overwhelmed. Tossing Black Cat out the window and grabbing Mattie, the evil Spider-Woman mockingly asks Spider-Man who he'll save.
At the Daily Bugle, MJ and Jill ask Betty Brant if she knows where Peter is, but she says he disappeared as soon as they started discussing the new Spider-Woman. Betty notes that Peter's trustworthy and is probably waiting for her at home.
Spider-Man dives through an unbroken window after Black Cat, catching her with a webline and slingshotting her back up. Thanking him, Black Cat suggests they take the evil Spider-Woman down, Spider-Man using her momentum to sling back into the apartment and kick the evil Spider-Woman in the back. As the evil Spider-Woman mockingly asks if he thinks he can stop her, Spider-Man launches into a beat-down that sends her reeling. Firing a volley of Venom Blasts to keep him away, Spider-Woman retreats - saying that she needs more time but that this isn't over. Black Cat notes that he tagged the evil Spider-Woman with a spider-tracer, Spider-Man noting that he'll hunt her down after he gets Mattie to a hospital. When she protests, he says it's either a hospital or her father; Mattie begrudgingly choosing the hospital. As Spider-Man picks Mattie up, Black Cat expresses jealously and suggests they hook back up if things with Mary Jane don't work out.
At the Parkers' apartment, MJ stares at the ringing phone, telling herself that she's not going to let her stalker ruin her life and that they're going to have a life together; picking the phone up and smashing it to pieces.
Appearing in "Truth be told (...or not)"
- Spider-Woman (Charlotte Witter) (Main story and flashback) (Origin revealed)
- Doctor Octopus (Otto Octavius) (Main story and flashback)
- Two robbers
- Jack (First appearance)
- Green Goblin (Norman Osborn) (Mentioned)
- Shadrac (Mentioned)
- Senator Stewart Ward (Mentioned)
- N.Y.P.D. officers
- Robbie Robertson (Cameo)
- Nurse Melissa (First appearance)
- Gathering of Five (Mentioned)
- Jill Stacy (Cameo)
- Flash Thompson
Races and Species:
- Webb's wheelchair
Synopsis for "Truth be told (...or not)"
The Origin of the new evil Spider-Woman.
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