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Appearing in "Fear Itself"

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Synopsis for "Fear Itself"

April 30, 1945: Berlin, Germany

It is the final days of World War II, Berlin is falling under the might of the Allied Forces. Amid the chaos, Baron Zemo secrets himself inside the secret bunker of Adolf Hitler. Hitler thanks the Baron for coming as he is one of the few loyal servants he has left. Hitler informs Zemo that he intends to kill himself that night as the people of Germany have failed in their goal. However, before he takes his own life, Hitler intends to reward Heinrich Zemo for his loyalty. A reward that will make Baron Zemo like a god.

Yesterday: Tokyo, Japan

Heike Zemo, the daughter of Baron Zemo, is on the rooftop of a building owned by Yakuza. She is testing her abilities against the mysterious White Ninja, who has the ability to render himself totally invisible to all forms of detection. After she is satisfied with his fighting ability, she offers a large sum of money to rent out the White Ninja's services for a month. As the agreements are made, they are unaware that it is being observed via telescope by Silver Sable. She tries to read their lips but unfortunately does not understand Japanese.

Today: New York City

Mary Jane is emerging from a subway exit and is confronted by a gang of men who start harassing her. However, Spider-Man arrives and begins roughing them up. Seeing that he is going a little overboard, Mary Jane tells the thugs to leave. When they are gone, Peter apologizes for getting to rough, he got angry thinking about what these men might do to his wife.[Continuity 1] As they web-swing away, Mary Jane wishes that they weren't spending the weekend at Peter's Aunt May's house because Peter always gets so tense, fearing what might happen if his aunt ever found out that he was secretly Spider-Man. Peter insists that it is a serious concern since May has a heart condition and needs to be protected. When Mary Jane points out how Peter protected her this evening, she wonders who he is protecting and from what. This causes Peter to pause and think about that for a moment.

Midnight: Osborn Chemical Company:

The White Ninja has broken into the facility and taken out the guards in order to steal a vial of some kind of chemical. As he recovers the sample, he is confronted by Silver Sable and her Wild Pack. She warns her men that the White Ninja can turn himself invisible. No sooner as she has given this warning, the White Ninja renders himself invisible and easily fights his way past the Wild Pack mercenaries and escapes. Later, Harry Osborn arrives at the scene to get a brief from his security detail. He is also joined by Agent Kling of the National Security Agency. Unaware what was taken from the vault, as it was sealed the moment the alarm was tripped. Harry uses his passcode to open it up and is horrified to discover that the thief stole the Cassidy Crystals.

Meanwhile, the White Ninja returns to a private aircraft at JFK Airport. Inside, he turns over the Cassidy Crystals to his employer, Heiki Zemo. She is most pleased that he was able to recover the crystals. The ninja is curious about an old box that Zemo has with her, she tells him that it holds a link to the past and their future. As the plane takes off, she proposes a toast to both that past and the future.

Morning: Midtown Manhattan:

Peter Parker has arrived at the offices of the Daily Bugle to ask Kate Cushing for an assignment.[Continuity 2] That's when he hears J. Jonah Jameson arguing with Ben Urich about not having anything on the robbery at the Osborn Chemicals facility the night before. When he spots Peter Parker, Jonah asks Peter to use his connections with Osborn to get the scoop on the story.

Sure enough, Peter pays a visit to Harry at Osborn Chemicals but promises not to turn in anything Harry tells him about the break-in to the Daily Bugle. Harry shows Peter footage of Doctor Victor Cassidy, a scientist who was attempting to create a cure for schizophrenia. Unfortunately, the experiments had the opposite effect: the so-called "Cassidy Crystals" created great fear in those exposed to them. Cassidy himself inhaled some of the chemicals and has been institutionalized and incapable of speaking coherently ever since. Harry goes on to say that he wanted to destroy the remaining samples, but when the Department of Defense found out about it, they insisted he maintains the crystals over national security concerns. With a number of government contracts in jeopardy, Harry was forced to comply. This all came back to haunt him when someone broke into the facility the previous night and stole the crystals. Peter is then showing security footage that makes it look like Silver Sable and her Wild Pack was responsible for the theft. Harry explains that due to Sable's connection to the Symkarian Embassy and her diplomatic immunity, they have been keeping this low profile so as not to cause an international incident. Although Harry insists that nobody can reach Sable without issue, Peter thinks otherwise.


Spider-Man breaks into the Symkarian embassy, setting off the alarms in the process. When guards come to stop him, the wall-crawler easily incapacitates them. The hero ends up crashing into a ball-room dinner being held by Sable. With the bullets flying, Silver Sable orders her guards to stand down before one of her guests is hurt. She gives her apologies to her guests and takes the web-slinger to one of her offices to talk. When he accuses her of stealing the Cassidy Crystals, she informs him that it wasn't her, but the White Ninja. She starts her explanation by asking the web-slinger what he knows about the final days of World War II. Spider-Man believes that Hitler had killed himself after he lost Germany to the allies. Sable then tells him that the primary mission of the Wild Pack was to hunt down and capture Nazi war criminals. In this capacity, she had begun to hear rumors about the true fate of Adolf Hitler. She explains that in 1945, Hitler was involved in cloning experiments created by Arnim Zola.[Continuity 3] At the end of the war, before Hitler could commit suicide he was caught and killed by the original Human Torch.[Continuity 4] However, Hitler's mind survived, as it was transmitted into a newly cloned brain. Years later, Hitler resurfaced and as the Hate-Monger died during a battle with the Fantastic Four.[Continuity 5] Although none of this was recorded to history, Silver Sable believes them to be true. Spider-Man finds it hard to believe and asks what it has to do with the Cassidy Crystals today.[Continuity 6]

Silver Sable explains that Adolf Hitler wasn't the only person who benefitted from Arnim Zola's science. One particular person she knows about was the original Baron Zemo.[Continuity 7] She then recounts how Baron Zemo was responsible for the death of Captain America's partner Bucky, and the incident that placed Captain America in suspended animation for years.[Continuity 8] She then recounts how, in modern times, Captain America tracked down Baron Zemo who ended up dying in the ensuing battle.[Continuity 9] However, she wonders if Baron Zemo is still alive, given that his son Helmut has surfaced.[Continuity 10] However, she wonders if Baron Zemo is truly dead, after she learned of a deathbed confession from one of Hitler's former guards. She explains that this guard had overheard Hitler promising Baron Zemo that Arnim Zola will ensure that they will live again.

Spider-Man finds this all incredible to believe, but Silver Sable isn't finished, as she needs to tell him about another player in the game, a woman calling herself the Baroness. She had appeared recently after the end of government unrest in Easter Europe six months ago.[Continuity 11] Without funding and direction, terrorists groups in the region began receiving funding from the Baroness. Investigating one such organization, Silver Sable busted up one of their operations. Interrogating a dying terrorist, Sable was only given one word: Zemo. Silver Sable ties this all together by explaining that the Baroness was in Japan hiring the White Ninja, and it was the White Ninja who stole the Cassidy Crystals. She then offers Spider-Man to join her on a mission to Bavaria to investigate the situation. Spider-Man needs to talk to someone before he goes and agrees to meet her at the Symkarian hangar at JFK airport in 2 hours.

Peter Parker returns to his Aunt May's house in Forest Hills. As he and Mary Jane are preparing for dinner, Peter tells his wife about how he needs to go to Bavaria. After telling Mary Jane about the whole thing, she assures her husband that she will be fine while he goes on this mission.


After an international flight, Spider-Man and Silver Sable find themselves in the Black Forest near the castle which is owned by the Baroness. Sable's Wild Pack has set up a device that will scramble the security systems long enough for the pair to sneak inside the castle. The pair hitch a ride on a passing cable car, but the shut down of the automated security system prompts the guards to go out and investigate the grounds. Detecting nearby sentries, Spider-Man and Sable drop down to climb the rest of the way up the side of the mountain. When they land on the ground, they are surrounded by a pack of guard dogs. Spider-Man and Sable quickly knock out the dogs and split up. As Silver Sable goes into the castle via a sewer access, Spider-Man takes the high road. Suddenly, his spider-sense goes off warning him of the presence of the White Ninja. Although his spider-sense allows the hero to hold his own against the White Ninja, the assassin sprays him in the face with the Cassidy Crystals. Instantaneously, Spider-Man begins to hallucinate seeing some of his greatest foes emerging from the wilderness to terrorize his wife Mary Jane. He watches as "Mary Jane" is carried away into the horizon, leaving Spider-Man to stand helplessly calling for the illusion of his wife to come back. This is reported back to the Baroness, who is impressed with the test of the Cassidy Crystals and orders a test on more subjects. The gas is used on the members of the Wild Pack converging on the castle. They begin to hallucinate that they have fallen into a trap and knock each other out, allowing the minions of the Baroness to take them, prisoner.

By this time, Silver Sable has followed the plans to the castle and realizes that they were faked when she comes up to the surface. She finds the Baroness waiting to take her prisoner at gunpoint. While outside, the White Ninja begins tracking down Spider-Man, who is up in a tree still suffering from hallucinations. He is haunted by the ghostly images of his friends and family, and accused of being responsible for all those who have died during his career as Spider-Man.[Continuity 12] Suddenly, Spider-Man is confronted by an illusion of himself wearing his black-and-white costume. This hallucination calls him a coward for letting people he loves to die. He then starts fighting with the hallucination, unaware that he is actually being attacked by the White Ninja. As he fights, the drugs work out of his system, Spider-Man eventually lands a blow on the White Ninja. The strike is hard enough to cause the Ninja to become visible again.

Back inside the castle, the Baroness shows Silver Sable the missile that she has created that is filled with the Cassidy Crystals. She explains her plan to fire missiles like it all over the world to plunge the entire planet into a state of fear. She would then take over the world and install a new Nazi reicht. That's when the Baroness removes her wig and puts on a Zemo mask. She then shocks Sable by revealing that she is Baron Zemo in a new female body created by Arnim Zola.[Continuity 13] When Silver Sable is locked in a cell, she uses hidden devices and lock-picks to break free of her bonds and escape from her cell. Back outside, Spider-Man continues to battle the White Ninja. Their battle takes them onto the thin wire of the cable car. As the fight continues, the White Ninja attempts to spray the wall-crawler with another dose of the Cassidy Crystals. However, Spider-Man leaps causing the cable to wobble and the mist to drift into the White Ninja's face. He begins to hallucinate massive mouths laughing at him and loses his balance. When Spider-Man tries to catch the Ninja with a web-line, but he only manages to snare the vial of Cassidy Crystals. Unable to save the White Ninja, Spider-Man can only watch in horror as he falls to his death.

Spider-Man then enters the castle and meets up with Silver Sable. Rushing to the missiles, she explains to the wall-crawler what the Baroness is up to. While Spider-Man deals with the guards, Silver Sable clashes with the Baroness. When Zemo tries to spray Sable with the the Cassidy Crystals, Sable kicks the vial into her opponents face. Exposed to the chemical, the Baroness removes her mask and looks at her face in the mirror. Seeing a deformed face looking back at her, she is horrified when she thinks she has transformed into a giant insect. To try and stop this transformation, the insane Baroness runs face first into the mirror, shattering it and cutting up her body. They follow her trail of blood and are horrified when the Baroness begins the self-destruct sequence by accident. Quickly, Silver Sable and Spider-Man free the captured members of the Wild Pack and help them escape. Spider-Man decides to go back for the Baroness, but she won't go with him and attacks. With time running out, Spider-Man has no choice but to leave her behind before the building explodes.

Twenty Four hours later, Peter returns to Aunt May's where he is happy to be reunited with his wife.


Continuity Notes

  1. Peter and Mary Jane are referred to as husband and wife here. However, years later, their marriage is erased from existence by the demon Mephisto in Amazing Spider-Man #545. As such, they should be considered a common-law couple here.
  2. Kate is depicted as having a typewriter at her desk. This should be considered a topical reference per the Sliding Timescale of Earth-616 as typewriters are an obsolete technology in the newspaper business.
  3. The project to clone Adolf Hitler was first explained in Super-Villain Team-Up #17.
  4. The Torch killed Adolf Hitler in Young Men #24.
  5. The Hate-Monger was fatally shot in Fantastic Four #21. However, because of the memory transmitters in his brain, the Hate-Monger would resurface again and again.
  6. Spider-Man states that World War II ended 45 years prior to this story. That should be considered a topical reference per the Sliding Timescale of Earth-616. As the Modern Age pushes forward in time, the length of time between 1945 and this story grows longer.
  7. Baron Zemo's longevity after the war was regular bathing in a substance called Compound X as revealed in Thunderbolts #-1. It also implies that the Red Skull also enjoyed the benefits of Zola's science. Specifically, the Red Skull was placed in suspended animation by a gas created by Arnim Zola, as depicted in Tales of Suspense #72.
  8. The "death" of Bucky at the hands of Baron Zemo was first depicted in Avengers #4. However, years later it was revealed that Bucky had survived and has been secretly operating as the Russian assassin known as Winter Soldier as revealed in Captain America (Vol. 5) #8.
  9. The original Baron Zemo was killed fighting Captain America in Avengers #15.
  10. Helmut Zemo first surfaced in Captain America #168. He was alive during World War II. He also maintained his relative youth thanks to Compound X circa Thunderbolts #-1.
  11. Silver Sable specifically references the collapse of communism in Eastern Europe that coincided with the fall of the Berlin Wall in 1989. This should be considered a topical reference per the Sliding Timescale of Earth-616.
  12. The deaths that are mentioned include Peter's Uncle Ben (killed by a burglar in Amazing Fantasy #15), Ned Leeds (who was murdered while on assignment in Germany in Spider-Man Versus Wolverine #1), Norman Osborn (who, as the Green Goblin, died battling Spider-Man in Amazing Spider-Man #122), and lastly Gwen Stacy (who was murdered by the Green Goblin in Amazing Spider-Man #121)
  13. The Baroness later stated to have made up this claim when she appears again in Captain America #431.

Chronology Notes

A flashback in this story affects the chronology of the following characters:

Baron Zemo:

See Also

Links and References


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