Amazing Spider-Man (Vol. 1) Annual #11 (Story 1)

Background

The Spider-Squad. We gave you their profile a couple of months ago. Now, here's the rest of the story in our First Annual Lookback at Annuals Annual.

Story 'Spawn of the Spider'

A hot summer day in New York with the temperature topping 98 degrees F. Spider-Man is swinging through the city when he comes upon two police cars, sirens blaring, racing along the streets. He figures the heat has made somebody "pop his cork and do something illegal" and he decides to tag along. What he comes upon is a big demonstration at City Hall. A mob of people carrying signs press up against the steps of the building. Helmeted policemen protect the entrance. Spidey is afraid that the heat will spark an angry confrontation, then he realizes he recognizes one of the demonstrators. It is Aunt May and she has just used her homemade sign to clobber a cop over the head! (Actually, she tells Anna Watson, who is right there beside her, that she was pushed and tripped and fell into the cop. Suuure! A likely story, May, you tiger!)

The cops are in no mood for excuses. One of them grabs May's legs and another grabs her by the shoulders. They scoop her up and take her to the paddy wagon. May uses her sign (which says something like, "Fight For Seniors, Grey Panthers" but we never get an unobscured look at the whole thing) to bop the cops back and forth on their heads as they cart her away.

Spidey can't believe it. Aunt May is being arrested! Fearing that the excitement will put a strain on her heart, he leaps into action, then stops himself in mid-action. He realizes it won't do May any good if "New York's most wanted super-hero" rescues her from "a legal arrest". No, he has to change to his civvies, then wait for the story to appear on the news just so he doesn't have to explain how Peter Parker, who was not at the demonstration, knows about the arrest of his Aunt. He runs into the Criminal Court building and finds Mary Jane and Anna Watson. What follows is more unnecessary rigmarole with MJ telling Pete she's been trying to call him for an hour and Pete making up some pathetic story about being on assignment "when I heard the news on a passing car radio". (Like the radio is going to announce, "Peter Parker's Aunt was arrested today...") Then MJ explains that it all "started as an accident" but that, apparently, May went postal when she thought, "the cops were out to hurt the younger protesters". (Which isn't at all what we saw at the scene.) But, anyway, it all comes before a judge who orders bail set at two hundred dollars. Peter writes out a check even though this wipes out his savings and his rent is coming due. Aunt May is too caught up in her dreams of anti-establishment glory ("At-ti-ca! At-ti-ca!") to catch on to the problem. She tells Peter to remember "the words of a great man: We Shall Overcome!"

But the words of J. Jonah Jameson, when Peter comes to his office to ask for an advance, are "Out, O-U-T, Out!" He tells Peter to bring in photos if he wants money, "but they better be Pulitzer Prize stuff". Later, MJ asks him to tag along while she goes to her job as "a crowd-extra" in a horror film entitled "Spawn of the Spider". "It'll help take your mind off poverty," she says. So, Peter stands on the sidelines watching the filming of Delazny Studios' latest blockbuster. MJ the Extra gets her instructions to "look scared and say "peas and carrots" over and over". Then the scene begins with the appearance of "the Man-Spider, menace of the masses". He emerges from a second story window, yelling "Blifisgurgle!". He has six hairy arms, big eyes, a spider's mandibles, and wears a green shirt and purple cut-off shorts. The director tells Leroy (the man inside the spider-suit) to "put a little moxie in it". MJ and the other extras mumble, "peas and carrots, peas and carrots, peas and carrots, peas and carrots".

Pete (who has brown eyes this time around) notices that MJ looks mortified by the whole experience. He wonders how she would react if she knew that he once had "as many arms as that stuntman" until cured by "a blood enzyme from Morbius the Living Vampire" (in ASM #102, November 1971). The director, Barney Muller (who has long black hair parted in the center and a thin black mustache), orders Leroy to stop flapping his arms and to "move along the ledge". Leroy replies that he can't breathe in the costume and he can't see very well either. Then his feet get tangled up and he starts to fall. (Something this big-budget production did not plan for. Let's see. Put a guy in a big clumsy spider suit that he can't see out of and put him on a second-story ledge. Think we should put something up that can catch him in case he falls? Naw. What are the chances of that happening anyway?)

With Leroy tumbling, a quick-witted Barney yells at him to grab the nearby fire escape. Leroy manages to do this but he hears an ominous sound. The film crew is using an "abandoned tenement" and the sudden addition of Leroy's weight on the fire escape is pulling it right out from the crumbling wall. Noticing this, Peter thinks fast. He dives under a sound truck, shucks off his clothes and emerges from the other side as Spider-Man!

Introducing himself as "just a relative", Spidey leaps up to the man in the Man-Spider suit, uses his spider-strength to re-anchor the fire escape into the wall, grabs the stuntman and carries him to safety. Leroy's vision is so obscured inside the suit that it is only at the moment that he figures out that they are climbing down the wall that he realizes his rescuer is Spider-Man. Safe on the ground, Barney approaches and tells Spider he was terrific. But "not everyone's grateful". The special effects man, Klemmer, approaches. (Klemmer is dressed in a brown safari jacket with a tan cravat and you should see the bell-bottoms that go with the outfit! Wait a minute. What am I saying? It's 1977. Everyone is wearing bell-bottoms.)"He designed the Man-Spider suit" and he flourishes the schematics for his design. Klemmer maintains that there is nothing wrong with the suit except that an "incompetent" is wearing it. He swats the suit plans with the back of his hand to emphasize his point... which is that all of the costumes "are triumphs of artistic genius". He claims "in the hands of actors of talent, their wearers can outperform that red and blue public menace". (Meaning Spidey, don'tcha know.) All Barney can see is that a man almost died because the suit was too clunky and hard to see out of. He fires Klemmer on the spot. Klemmer promises Barney that he will regret this, and then he exits, dramatically holding his schematics up in the air as he goes.

Before Klemmer has even left the comic panel, Mr. DeLionatus, the Producer, comes up to Barney and tells him they "need Klemmer" since the production is "already behind schedule and hopelessly over-budget". Barney tells the boss not to worry. He has the solution for everything. What if "the monsters of Spider-Spawn [are] played by a real live Spider-Man"? Mr. DeLionatus thinks it's a fantastic idea. He asks the wall-crawler if he'll do it. Spidey can certainly use the money but he remembers (way back to ASM #1, March 1963) when he couldn't cash a check made out to "Spider-Man". So, he tells them he will take the job if they pay him in cash. And, just like that, the deal is done. The webhead swings off, promising to be there "bright and early tomorrow". "I just hope you're not expecting another Sylvester Stallone!", he says.

At five o'clock, Pete doubles back to meet up with Mary Jane. She asks why he left and he replies that "all that peas and carrots stuff made me hungry". "Where'd you eat" MJ asks, "in a garage?" Pete checks himself out and notices he is covered with grease from his little costume change under the sound truck. D'oh!

That night, "in a certain film company warehouse", a shadowy figure holding a flashlight greets three men. Two are white (One is large, muscular, wearing a white muscle shirt. The other is medium height and build with "Bruce Banner" purple pants.), the third man is black (and the smallest of the three). All three men are "Master Criminals" (if you say so) who have been previously defeated by Spider-Man. The big guy was the strongman, the medium one was the tumbler, and the smallest guy was the acrobat. One of the men expresses his desire to "get even with that blasted wall-crawler" and the shadowy figure is more than happy to help grant this wish. He shines his light over at some wooden crates, a crowbar propped up against one. Within them, promises the mastermind, "lies power!" The three goons open up the crates and find costumes; "props they considered too dangerous to use in completing 'Spawn of the Spider'". Each flunkey puts a costume on. (And isn't it nice that there are three costumes in three different sizes that fit perfectly when the only stuntman we've seen so far has been Leroy?) The strongman discovers that the costume works "like an extra-skeleton", magnifying their talents. His outfit is orange with crab-like claws and it makes him feel very strong. The tumbler is in a green outfit with six arms and multiple eyes. The acrobat is in a purple affair and he gets to carry a saber with a neat hand guard that looks like webbing. All three have the dopey-looking spider-heads, of course. In spite of the silliness of it all, the acrobat actually has the nerve to declare that "with these costumes, these weapons, ain't nuthin' can stop us!" The shadowy figure dubs them the "Spider-Squad" and bids them go forth and gain revenge for all of them.

The following day, the movie crew has set up in Battery Park. (And, look, you can see the Statue of Liberty right up next to the New York skyline. Liberty Island must have drifted.) In the make-up van, Barney gives Spidey last minute instructions for his scene. (The smart-aleck wall-crawler already knows what to do: "I say 'blifisgurgle' and fall off a ledge, right?") A young woman brings the spider-spawn head over. "It seems such a shame to cover that cute mask with this one," she says. Just then, something knocks the van on its side. Spidey shoots webbing to cushion the falls of Barney, the woman with the mask, and the make-up man. Then, he exits out "what used to be the side door" and sees the movie crew and equipment being attacked by three men in spider outfits. (The green spider swings on a web and knocks over the movie lights, the crab spider topples a cameraman on a large cart, and the sword spider backs three crewmembers into a corner.) "It's a whole blamed Spider-Squad," says the wall-crawler, guessing right on the first try.

Spidey deduces that crab spider is the muscle of the group (and therefore the one who tipped over the make-up van) and he decides to tackle him first. He springs over and kicks Crabby right in the back. With Crabby down, the wall-crawler fires webbing into Swordy's face, knocking him off-balance. But he doesn't see Greeny leaping up behind him and he ends up in a six-armed stranglehold. (Meanwhile, three crewmembers notice that the bad guys are wearing costumes designed by Klemmer.) Greeny tells "Junior" (the guy in the sword spider outfit) to "use your stinger" and put an end to Spidey. Junior swings his sword but the webster manages to pull back and is only grazed by the attack. (His shirt gets ripped and a little blood dribbles down.) The webhead loosens Greeny's hold on him and flings the six-armed opponent over his head, knocking down Swordy with his own teammate. But Crabby has recovered and pummels Spidey in the back of the head with a two-handed blow. As Spidey struggles to rise, the Spider-Squad makes their escape. The wall-crawler can't understand why his spider-sense failed him when Crabby attacked and why the blow has bothered him so much. Then he realizes that the "sword-stinger... must've...been...drugged!"

In spite of his dizziness, our hero gets to his feet, shoots out a webline, and tries to follow the bad guys. His chest "feels like it's on fire" and his head "is exploding" but he keeps coming. He arrives at the water's edge in time to see the Squad escaping in a speedboat. Even now, as he is blacking out, the web-slinger refuses to give up. He makes a desperate leap at the boat, guiding himself by the sound of the engine, but there's too much poison in his system and he falls short, landing in the water.

For a moment, there is "silence, then unbroken water" before Spidey finally surfaces and climbs back up on shore. He knows that the poison would have killed anyone without spider-strength. As it is, he is still very wobbly. Barney and Mr. DeLionatus meet him as he emerges from the water. Barney is concerned with Spidey's welfare but DeLionatus is only concerned with his film. Spidey asks to be excused for the day and the Producer beefs about the cost of having to go an extra day. Barney tells DeLionatus that his reputation as a director is being threatened and he wishes he could quit. The Producer replies, "You signed a contract and I'm holding you to it!" As the two men argue, Spider-Man swings away.

He goes home and rests up so that, by the evening, the poison is clear from his system. He has even taken the time to stitch up the rip in his costume and done a little "background reading on 'Spawn of the Spider'" which has given him an idea. He starts his investigation by heading to the hotel room where Klemmer is staying. He settles on the top of the hotel neon sign, and then moves to the open window of the room. As he perches on the sill, he knows there is trouble within because his spider-sense is tingling. Those of us without spider-sense get a full view of all three Spider-Squad members hiding in the dark room ready to pounce on the web-spinner.

But since Spidey has been warned by his sense, he leaps low into the room, evading Crabby's blow, which ends up smashing the top of the window. Before the others can react, Spidey does a handstand, grabs Greeny between his legs, and flips him over to collide with Swordy. It's a repeat of what happened in Battery Park, complete with Crabby successfully sneaking up behind him, only this time, the big orange guy starts to strangle Spidey with his crab claws. (And Spidey didn't react in time because... you know it, you love it, it's a classic comic-book cliché repeat after me... "Didn't think anyone so clumsy could move so fast!")

Spidey reaches up and grabs the claws that are strangling him. He pulls with all his strength until he succeeds in breaking Crabby's grip. The big guy is so stunned that Spidey has the strength to do this that he is easy pickings for the wall-crawler, who slams the big galoot into (and through!) a nearby wall. Again, the Spider-Squad decides to beat feet outta there. Greeny shoots webbing at our hero, entangling him long enough for he and Swordy to follow Crabby through the wall. By the time Spidey gets out of the webbing, the threesome has made it outside. Spidey leaps out the window, clings upside-down on the hotel sign and drops a spider-tracer on the Squad's getaway car. Then he follows at his leisure, hoping the Squad will lead him "right to the brains behind this operation, the man who wants 'Spawn of the Spider' stopped".

An hour later, Spidey arrives at an abandoned farm in Yonkers. He watches as the Spider-Squad enters an old grain silo. He assumes that the group is there awaiting further instructions and he decides to wait with them; but not so they'd notice. He wall-crawls to a small feed window near the top of the silo and enters there, and then he clings to the wall inside watching the doings down below. Soon, a shadowy figure arrives... "the big boss"... and the webhead leaps down to the attack. Except halfway down the silo, he runs right into some strategically placed webbing. "Sticky, strong, and I jumped right into it!"

So, there he is. Stuck in this pink glop with the Spider-Squad gloating below him. Their suits are "specially-treated" so they won't stick to the webbing, so they climb up onto the glop and go on the attack. Spidey can't manage to break free. He wonders, "Is this how it ends? Trapped with one of my own techniques by an off-the-wall trio of mediocrities?" Then Junior is upon him, ready to run him through with the sword. Unfortunately for the swashbuckler, he has put himself right in line with Spidey's web-shooter and gets a shot of it right in the face. Down goes Swordy but Crabby steps up and starts pounding on Spidey's head. The wall-crawler manages to free his legs enough to kick the big guy away from him. Then Greeny swings in for the attack. His punishing kick pushes Spidey right through the pink webbing so that he ends up hanging toward the ground, only entangled by his arms.

Down on the ground, Crabby approaches; ready to lay the webster out with one punch. But Spidey moves his body just enough to evade the big hit. Instead he uses Crabby's punch to get the momentum he needs to swing forward, get Crabby in a scissor hold and piledrive his head into the ground. The other two Squad members are still on the webbing above, so the wall-crawler "starts swinging from side to side, back and forth, his speed increasing". All of this movement snaps him free of the webbing. From below, he grabs a handful of the pink stuff and pulls it down, which entraps Swordy and Greeny in their own webbing. (Swordy drops his sword so that they "can't even cut our way out".) The very tough Crabby recovers consciousness and gets up for more but Spidey puts such a punch on him that his mask is knocked off. So much for the Spider-Squad.

Now, Spidey hopes to prove his theory that Klemmer is behind this entire thing. But first, he notices something "stirring under the hay". (Oh, didn't I mention that there was hay on the ground? That's because it's barely noticeable in amounts that would hide anything, like a person, until this very moment.) He pulls the hay away and discovers... Klemmer, drugged into unconsciousness. The wall-crawler realizes, "Someone must have wanted him under suspicion and kept him on ice here while they utilized his costumes for the Spider-Squad." With that he understands that the Squad was in Klemmer's hotel room because they planned to lure him into this trap, not because they were allied with the special effects man. He further figures out that the real mastermind probably has a back-up plan in case the Spider-Squad fail to win the battle.

Outside, a shadowy figure emerges from his car. He figures the time is right to eliminate "all witnesses and possibility of future blackmail". He pulls a radio device from his pocket, pushes a button, and blows up the silo. And who is this mysterious villain? Why, it's Anton DeLionatus, the Producer of the film. He hopes that it will look like Klemmer was the mastermind and that he and his allies were all killed while trying to eliminate Spidey. Then he "will regretfully cancel 'Spawn of the Spider' conveniently escaping a losing business deal. While collecting insurance money on damage done by the Spider-Squad." (A decent enough solution, I suppose, but I would have preferred it if Leroy was taking revenge for losing his stuntman job to Spider-Man. I mean, wasn't revenge a big part of the mystery guy's motivation? What happened to that? What kind of revenge did DeLionatus need to get against Spider-Man?)

Anyway, he doesn't get away with it. He climbs back into his car, when, suddenly, Spider-Man's head peers down from the roof and looks through the windshield. Spidey explains that he used his own webbing to pull everyone free from the silo before the explosion. Then he leaps into the open driver-side window, kicking DeLionatus smack in the head, putting an end to him. (And, unfortunately, to any hopes to earn the money he needs for his rent.)

The next day, Peter Parker sits in front of his apartment building trying to come up with a good excuse for his landlady. He has reached the point where he knows he must just go in and confess that he doesn't have the money when Aunt May and Mary Jane come up the street. May tells him "justice has prevailed. The city decided not to press charges." They have given back the bail money as well. May hands her nephew a check, which can now cover his rent. A smiling Peter Parker thinks, "Who says the only luck Spider-Man has is bad?"

But wait! There's more! You don't think we're going to forget the back-up story, do you?