Appearing in "Faces"
- Norma Kafka (Only appearance; dies) (Only in flashback)
- Dr. Kafka's mother (Death) (Only in flashback)
- Captain America (Recap)
- Baron Heinrich Zemo (Mentioned)
- Arnim Zola (Mentioned)
- Mister Fantastic (Mentioned)
- S.H.I.E.L.D. (Mentioned)
- Matt Murdock (Mentioned)
- Spider-Man's Suit
- Spider-Man's Web-Shooters
- Captain America's Shield (Recap)
- Captain America's Uniform (Recap)
Synopsis for "Faces"
Trapped in the sewers among Baron Zemo's mutates, Spider-Man is given three seconds to let Zemo go before he commands the Vermin to eat Dr. Ashley Kafka alive. With no other choice, the wall-crawler lets Zemo go, but asks how the Baron managed to take control of the mutates even though they sought to escape his slavery. Zemo explains that since he was their creator, he is able to control them with a hidden device that affects their brainwaves. Spider-Man is disgusted with how Baron Zemo so casually he treats his abominations as slaves and demands that Zemo command Vermin to let Dr. Kafka go. Zemo complies and begins ranting about how this whole scene is like something out of the horror stories he loved as a child. That's when Spider-Man points out that he read Zemo's file, and that he was reported as being dead.[Continuity 1] Zemo indulges the web-head, by telling the hero how he survived his last battle with Captain America.[Continuity 2] He explains that his uniform was specially insulated to withstand the heat of a volcano. Unfortunately, he lost one of his gloves in the battle, and his right hand was horribly burned in the process. It's after all this, that Helmut Zemo denounced his past, and embracing the fact that he is a monster.
Realizing that he is ranting like a madman, Zemo offers to answer any questions that Spider-Man may have. The wall-crawler wants to know what Zemo wants. The Baron explains that he wants to get back to his experiments to find out what lurks under the surface of humanity. To illustrate this, Zemo is about to cut the throat of one of his mutates. However, Spider-Man won't let the Baron murder an innocent person and uses his webbing to pull the knife away. Before the wall-crawler can attack Baron Zemo, he warns the hero that if he attacks he will order his mutates to kill Doctor Kafka. Helmut then begins to wonder what would happen if he conducted the same experiment on Ashley that turned Edward Wheland into the Vermin. He wonders what sort of monster hides behind the mask of her humanity. This causes Ashley to think back to her past, about her troubled upbringing. How her mother left the care of her sister Norma, who was both mentally and physically disabled, to the care of Ashley. Her mother was a weak woman who eventually died when Ashley was 19. Wanting a life of her own, Kafka put her disabled sister in a state home to pursue her education. A year later, Norma had died as well, and Ashley has lived with the guilt ever since. Calling Zemo a devil, Ashley Kafka is dragged away by Zemo's mutates. Leading this group is Vermin, which is disheartening to Ashley after she helped him work through his own demons.[Continuity 3]
Spider-Man leaps in to save Ashley Kafka, prompting Zemo to order his creatures to stop him and remove his mask. The wall-crawler struggles, but fails to stop this. Peter Parker keeps his face down, so nobody sees what he looks like. Zemo is not overly concerned, as he wants to know what it is like to wear Spider-Man's mask. Surprisingly, seeing Baron Zemo wearing the Spider-Man mask is what it takes to cause the personality of Edward Whelan rise to the surface. Partially restored to human form, Vermin/Whelan yanks the mask off his face and tosses it back to Spider-Man. Whelan decides that he and his fellow mutates will no longer be slaves. As Edward lashes into Zemo, the villain begs his other mutates to save him. Edward points out that as soon as he broke Zemo's control, he also lost control of his mutates. With that, Edward lets Vermin take full control in order to kill Zemo and cannibalize his remains. Spider-Man fights off Vermin, telling him not to do this, but Vermin refuses to listen. As the mutates pull Spider-Man away so Vermin can kill Baron Zemo. However, before he can land a killing blow, Ashley Kafka tells Edward to stop, to finally let Vermin die.
Conflicted, Vermin refuses to surrender and tries to throw himself off a cliff. At the same time, Baron Zemo tries to flee. Miraculiously, Spider-Man manages to snag both men with a web-line. Both Zemo and Vermin are stopped, and when Spider-Man pulls Vermin up, they are delighted to see that he had reverted back to Edward Whelan. With the battle over, Baron Zemo is turned over to the authorities. With Vermin finally dead, both Edward and Ashley invite the mutates back to her clinic so Kafka can try to cure them as well.
- Spider-Man would have read this file from the Avenger's database. At the time of this story, Spider-Man had reserve status in the Avengers since Avengers #329.
- Baron Zemo seemingly perished at the end of Captain America #363.
- Ashley had been working to cure Vermin, particularly in Spectacular Spider-Man #178–184.
A flashback in this story affects the chronology of the following characters: