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Quote1.png Y'know, Vermin -- there's something in your eyes, in your voice -- something that reminds me of everything rotten, vile and stinking inside us -- all the inner monsters men hide from themselves! Quote2.png

Appearing in "Sweet Temptation!"

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Synopsis for "Sweet Temptation!"

Peter Parker is attending the New York City Street Festival with his friend Roger Hochberg and his girlfriend Mia Carrera. However, his heart isn't in it as he is concerned about the Black Cat who was seriously wounded during his recent battle with Doctor Octopus as Spider-Man. Mia picks up on the fact that something is bothering Peter and, having developed an interest in Peter, asks him what's the matter. Peter brushes her off, however, because he can't tell anyone about his troubles without compromising his double-identity. Not far away, is Steve Rogers and his girlfriend Bernie Rosenthal who are also attending the festival. Bernie is happy that they have been able to go out without Steve mentioning his alter-ego once. Bernie admits that it took time to adjust to learning that Steve is secretly Captain America. When she says that she is a woman in love, she stops herself because this expression makes Steve uncomfortable. It is too late though, as the mention of love makes Rogers think about the last woman he loved, Sharon Carter, and how her association with Captain America as an agent of SHIELD led to her death.

Their heavy conversation is interrupted when Peter Parker recognizes Steve Rogers. Steve introduces Peter to his girlfriend and tells Bernie that he had met Peter when he was doing some illustrations for the Daily Bugle. Meanwhile, Roger has gone to another midway game to try to win Mia yet another prize. Suddenly, Peter's spider-sense kicks in just seconds before the festival is swarmed by a plague of rats. These rats have been summoned by the man-rat known as Vermin who has come seeking food for himself and his minions. Peter tosses Roger his apartment keys and tells him to get himself and Mia to safety while he takes photos for the Bugle. This gives Peter and excuse to slip away and change into Spider-Man. Steve doesn't have a double-identity to protect from Bernie. Although the woman is reluctant to let Steve go into action as Captain America but relents telling him that she will be waiting for him. Both men slip into a washroom to change into their costumes and are glad to see each other when they leap out of different toilet stalls and see each other.

Spider-Man and Captain America rush outside to stop the Vermin. Seeing the heroes, the man-rat sends the rabid dogs under his control after Captain America and swarms Spider-Man with a legion of rats. Moving quickly to evade the dogs, Captain America gets to a hose and uses it to spray the rats off of Spider-Man's body. The wall-crawler returns the favor by using his webbing to tie up the feral canines. With his minions defeated, Vermin flees the scene. With the battle over, Cap and Spider-Man are joined by SHIELD agent Gail Runciter. Gail was just passing by when she happen upon the two heroes battling the Vermin. She asks Captain America to join her for a walk, and Spider-Man takes this as his cue to leave. As the pair walk, Cap tries to tell Gail something, and they talk about how she almost got hurt during a battle at Baron Zemo's castle. Cap forgives her, although he is still upset that Nick Fury interfered with his battle against his foe. Captain America joins Gail at her home for a cup of coffee. That's when she starts flirting with him. She is about to kiss him, but he stops her. Cap explains that he can't love another SHIELD agent after he lost Sharon, and moreover, he is currently seeing someone. Gail tries to convince him to engage in a discreet affair, but he declines her offer and leaves.

Meanwhile, Peter Parker returns to his apartment and finds only Mia there waiting for him. She is concerned by the cuts that are on his face. After explaining that Roger went home without her, she offers to treat Peter's cuts. As she is caring for him, Peter can't help but wonder what it would be like to date a normal woman and no have to worry about super-villains. Suddenly, his thoughts are interrupted by a television report about another Vermin attack. Peter abruptly shows Mia out and closes the door behind her, leaving her to wonder what the sudden change was all about. By this point, Peter has changed back into Spider-Man and is swinging off to D'Ostino's on 8th Street, the location where the Vermin was spotted. There he finds the place surrounded by the New York Police. As the police officers are filling the wall-crawler in, they are joined by Captain America who offers his aid again. The two heroes go into the supermarket where they are ambushed by Vermin and his legion of rats. The two heroes are quickly overwhelmed by their single foe. Captain America wonders why they are following their guts instead of their heads to deal with their foe when the Vermin drops a display case on the star-spangled Avenger.

Before the Vermin can land the killing blow, Spider-Man fires a web at the man-rats arm. The Vermin orders his rats to attack Spider-Man but quickly realizes that they have abandoned him. By this time, Captain America has recovered and knocks out the Vermin with a single punch. Spider-Man then webs the creature to the floor, ending his threat. In the aftermath of the battle, Spider-Man and Captain America realize that something about the Vermin awoke something in them, a dark side, that is usually kept in check. With everything tied up, Cap tells Spider-Man that he has to catch up with a woman that is special to him and departs. Spider-Man realizes he does as well and swings off to pay the Black Cat a visit in the hospital.

Appearing in "A Cover Is Born"

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Synopsis for "A Cover Is Born"

6-page text piece on the making of the cover presenting several unused photographs.


Continuity Notes

  • Captain America has an issue with Bernie expressing her love for him. This is the second time she has done so. The first time was in Captain America #268. Cap is reluctant to let himself love her because of the apparent death of Sharon Carter, who seemingly died in Captain America #237. However, unknown to Captain America at the time, Sharon hadn't really died. In reality, she faked her death and went under deep cover for SHIELD, as revealed in Captain America #444446.
  • Peter Parker recognizes Steve Rogers as they met in civilian guise in Marvel Team-Up #106. At the time of this story, neither man knew of their double identities.


  • The photo cover was made by Elliot R. Brown using Kodachrome 64 film on a Nikon FM, with a 35mm PC lens, and with models John "Squid" Morelli as Spider-man and "Jumbo" Joe Jusko as Captain America. Bob Larkin made retouches with acrylic paint - as described in the article "A Cover is Born", in this same comic-book.
  • Mia Carrera mentions the "sword of Damascus". She clearly mistakes the allusion to the Sword of Damocles.
  • Gail Runciter's rent is around $2,000, enough to buy an apartment building when Captain America was young. This figure should be considered topical: Considering inflation since the comic-book's publication day, $2,000 in 1983 would be around $5.190 in 2019; however, Captain America's youth is not topical.

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