Amazing Spider-Man (Vol. 1) Annual #19

Background

With the new Spider-Girl being all the rage, it seemed like a nice time to look back at some other female wall-crawler. But which story to pick? The Black Widow's first run-in with Spidey? (Amazing Spider-Man #86, July 1970) The first appearance of the original Spider-Woman? (Marvel Spotlight #32, February 1977) Betty Brant as the very first Spider-Girl? (What If Vol. 1 #7, February 1978) The second Spider-Woman's mini-series? (Spider-Woman #1-4, November 1993- February 1994).

In the end, I opted for a story that not only doesn't actually feature a real Spider-Girl/Woman but actually does feature Alistaire Smythe, a villain I swore I would never showcase in a Lookback. Why, then, choose Amazing Spider-Man Annual #19? Because its cover by Mary Wilshire and John Romita of Mary Jane changing into the Spidey duds is the best representation of a female Spidey that I have ever seen. And the story is pretty good, too.

Story 'Fun 'N' Games'

Two bad guys are transacting a drug deal in a sleezy back alley when Spider-Man arrives on the scene. His appearance is so sudden that the briefcase-holder allows packets of heroin to drop to the ground. Even a nearby rat is startled. The wall-crawler webs up the duo, with smack and money flying around. Two other more passive participants run to their car and take off. Using his amazing speed and agility, Spider-Man overtakes the car, somersaults over it and ends up in its path. He lifts up the front of the car, telling the creeps that they should have had four-wheel drive (and it's lucky for him that they apparently had front wheel drive, otherwise this trick may not have worked). The passengers get out of the car and try to run away but Spidey catches both of them with his web and attaches them to a nearby lamppost. As they dangle there, one crook complains that they are small potatoes, that the Kingpin is "plannin' something really big for tonight! Why not pick on him!" "The Kingpin's safe from this bozo", says the other crook, "He and Spider-Man made a deal! And the Kingpin gave him a hat to seal the bargain!" (What is this guy talking about? The reference is to Web of Spider-Man #2 (May 1985) also written by Louise Simonson, in which Spidey buys a hat for Aunt May, loses it in a battle with the Vulturians, and has it returned to him by the Kingpin in gratitude for the vanquishing of their mutual foes. Apparently a slightly distorted word got around, spread by... well, let's not get ahead of things here.)

Doing his Ray Parker Jr. impression ("Who ya gonna call? Drug busters!"), Spidey leaves the scene. He is supposed to have dinner at Mary Jane Watson's place but he figures she won't mind if he stops off at the Daily Bugle first. But several hours later (the clock on the wall says 11:25), MJ sits at home amidst the ruins of the dinner she prepared. Peter Parker has still not shown up. Mary Jane has only recently revealed to Peter that she has long known he is Spider-Man (ASM #257, October 1984) and told him the story of how she ran out on her troubled family (ASM #259, December 1984). Now she dumps the whole chicken she prepared into the garbage and stews over the situation. She worries that Peter is late because he has been wounded as Spider-Man. She wonders if she has a right to be angry since she has done her own share of "not showing up" in her lifetime. When Peter arrives, MJ throws her arms around him in relief, then instantly turns angry, thinking Pete is "using Spider-Man to avoid getting close to me". When Peter shows her the great photos he got from the drug bust, MJ puts her hand to her head and yells out "Enough!" She ushers him to the door, telling him she's got "an early modeling session" and she can't resist slamming the door and yelling, "I hope you and Spider-Man will be very happy together!" A stunned Peter thinks, "I guess knowing I'm Spider-Man is getting to her more than I thought."

Elsewhere, in a dingy lab that "faces the air shaft of the Kingpin's modern skyscraper", a short, pudgy man with long hair, scraggly beard and perpetual scowl works on his computer. The room has peeling wallpaper, water stains on the ceiling, tools left out, projects half-completed, and pin-ups of bikinied women on file cabinet drawers and walls; perfectly reflecting the occupant's personality. This is Alistaire Smythe, son of the original inventer of the Spider-Slayer, but it is not the muscled, chisel-featured, half-robot loser that the character eventually becomes. No, this Alistaire, by the nature of his unkempt and unexercised form, is a much more interesting character.

(A momentary digression. The beautification of comic characters has been a scourge that has taken hold in the last ten years. It is one thing to have super-heroes portrayed as the paragon of physical beauty (though even this has gone so far that some men are muscled into absurdity and some women are hilariously top-heavy) but even everyday supporting characters are being turned into sex machines. Remember when Dr. Marla Madison and Dr. Ashley Kafka were middle-aged women without "mega-babe" bodies? Not anymore. Both have gotten twenty years younger and can give Mary Jane a run for her super-model money. And Alistaire Smythe goes from being a schlub to a Schwartzenegger wannabe. Well, I've got news for all you comic book artists out there. In the four color world, beautiful bods (even half-robot beautiful bods) are a dime a dozen. Boring. And once you give them to supporting characters, those formerly interesting folks simply become dull. Marla and Ashley used to be intriguing. Now they're both so beautiful, they're not worth using anymore. Who is the most interesting supporting character in the Spider-Man books? J. Jonah Jameson. That should be the entire lesson right there.)

Anyway, Alistaire is fed up with the way the Kingpin allows Spider-Man to go his merry way. ("The Kingpin is a chump! A charlatan and a buffoon!") He can't believe that the Kingpin, angered at the way "the Vulturions had disturbed the Kingpin's invalid wife" rewarded Spidey by returning the pink hat he was carrying. But, before the Kingpin returned the hat, he gave it to Smythe "to clean and repair it". Smythe read the enclosed card and deduced that the hat was a gift for Spider-Man's Aunt. He then, without the Kingpin's knowledge, "inserted a tracking device into the hat band". All he needs to do is finish his secret invention and then he plans to "use the hat to find and destroy Spider-Man".

While Alistaire is reviewing his scheme, the Kingpin himself enters his laboratory. He has heard that Smythe is responsible for "rumors about a certain hat and my being soft on Spider-Man". Alistaire does not bother to deny it. Uncowed by the Kingpin, he screams at him, wondering why the crime boss hasn't taken any of his many recent opportunities to kill the webhead. The Kingpin replies that Spidey broke up a competitor's drug deal the night before... "while another larger operation of mine took place across town". Spider-Man is very nice to have around, as long as he can be successfully distracted. But Smythe doesn't see it that way. Anxious for revenge since the death of his father, he cannot accept anything less than Spidey's demise. The Kingpin is done with Alistaire, in any event. "You were hired as an inventor, Smythe, but the quality of your work has not impressed me!", he says. And he goes on to fire the young screwball. "And as far as Smythe is concerned", says Alistaire, "you and your organization have served their purpose." In other words, "you can't fire me, I quit". Smythe storms off and two eavesdropping women co-workers whisper to each other as he leaves. "Did you hear that? He's leaving finally! You've seen how he stared at us!" "And muttered to himself! And you should see his cubicle!"

Later, Peter Parker is having a nightmare about the deaths of Uncle Ben and Gwen Stacy. The dream ends with Mary Jane coming towards him. He does not reach out to her, afraid that he'll be responsible for her death, too. She avoids his embrace and says, "Fun and games. Catch me if you can." Peter wakes with a jolt and looks at his clock. He has slept past noon. The dream has him so spooked that he calls MJ even as he puts on his clothes, but there is no answer. He decides to get into his Spidey threads and take "a swing around town".

"And in a warehouse in Lower Manhattan", Alistaire Smythe puts the finishing touches on a heavily riveted machine that looks like a purple flying saucer with metal tentacles and arms. Using the Kingpin's money and his father's original design, Alistaire has put together the new (and junky) Spider-Slayer! Smythe climbs into the cockpit and checks his sensor screen. It hones in on the hat which is "here in Manhattan". His plan is in place: "I'll kidnap the Aunt now and bring her here! And when Spider-Man comes looking for her, I shall destroy him!"

At the Top of the Park Restaurant, Mary Jane tries to call Peter on a pay phone. She realizes that she shoved Pete out the door because she was "scared by what he wanted to share" rather than any avoidance of commitment and she wants to tell him that. But Peter is not home. She returns to her table where she is having lunch with Aunt Anna and Aunt May. MJ tells the older ladies that she's not sure if she and Peter are still friends and May dishes about what beasts men are. Anna tells MJ that she remembers when it was supposedly "all over between May and Peter's Uncle Ben". Through it all, May Parker is wearing that hat.

Meanwhile, Spidey swings through the city trying to think of where Mary Jane could be. Below on the street, a man loses his hat to the wind and Spider-Man, good samaritan, snags it with his webbing and returns it to the owner. Still pre-occupied with MJ, he asks the hat wearer "Any girl would love to go out with me, right?" The man, trying to tug webbing off his hat, replies, "Not if ya did this at the restaurant, pal!", which reminds Spidey of MJ's lunch date at Top of the Park. He starts to head in that direction when what looks like a giant flaming grenade flies by overhead. It is, of course, Alistaire Smythe in his flying saucer/spider slayer. He is heading for the restaurant having picked up the transmissions from the hat.

Back at the restaurant, May and Anna tell MJ that this quarrel with Peter is really a good sign. ("Within three weeks of my big quarrel with Ben, we were married", says May.) The two older women are so sure that a wedding is coming (and they're right!) that Aunt Anna puts May's hat on to see if it would match a dress she would like to wear at the affair. Which is just when Alistair's slayer comes crashing through a plate-glass window. A metal arm snakes out and grabs the hat-wearer; Anna Watson. Mary Jane grabs onto her Aunt, trying to get her loose. A voice from the craft instructs the restaurant-goers to "Tell Spider-Man I've got his aunt! He can find me in my laboratory. Tell him Smythe will be waiting!" Then the slayer flies off, taking Anna and Mary Jane with it.

Spidey arrives through the broken window soon after. The police are already there and one of them is interviewing Aunt May. She tells the story and the message left by Alistaire for Spider-Man but when Spidey himself tries to get more details, May cowers from him. "Two women were carried off because of you", she says, "Anna Watson isn't your aunt, if she were, I'd know!" The hat is still on the floor... left when Anna was snatched... and it sets off the webhead's spider-sense. He rips off the hatband and finds the tracking device inside, then he leaps out the window, taking the hat with him. As far as Aunt May can tell, "He stole my hat!"

The spider-slayer continues its flight, now over Soho and Mary Jane is losing her grip. A frantic Anna asks her why she jumped on for the ride. "Who did you think you were... Spider-Man?", she asks and Alistaire overhears. "Can that little beauty really be Spider-Man?", he asks himself. "What an incredible disguise! Almost worthy of the brilliance of Smythe himself!" But if Mary Jane is Spidey, why, Smythe wonders, doesn't she "not bash me with her spider-strength? Web me with her spider-web?" He doesn't know the answer but, just in case, he figures he'd better get a better hold on the redhead. A second claw grabs MJ tightly.

Elsewhere, Peter deduces correctly that the tracking device in the hat did not previously set off his spider-sense because it was not yet turned on. He deduces incorrectly that the device was installed by the Kingpin. He swings over to Kingy's skyscraper and takes on the crime boss' gunmen. "You've kidnapped some innocent folks, Kingpin!", he cries, "And I'm gonna free them if it's the last thing I do!"

At Smythe's lab, with the two women tied to a post, Alistaire studies at his computer, trying to figure out how Mary Jane can be Spider-Man. He decides she must wear "an exoskeleton in male body shape (sound like a recent cheesy storyline, perhaps?) with hydraulic muscles, finger and toe suction cups, mechanical web-shooters!" He turns and points a finger at MJ (with his shirt riding up revealing the crack of his rear-end). "You are Spider-Man!", he announces. "And though you're so beautiful, Spidey, and as much as I hate to do it... Smythe must exterminate you!"

In a hallway of the Kingpin's building, Spidey runs on the walls (thereby avoiding the electrified floor) as he evades and destroys laser guns that appear right beside him. The hat is long gone but he still holds the tracking device. He gets to a metal door at the end of the hall and starts pounding on it. The Kingpin, observing all on a monitor, asks an assistant, "just what the blazes is going on" and is told that Smythe kidnapped "model Mary Jane Watson", thinking she is Spider-Man. The Kingpin decides that Spidey is so diverted by this that "tonight's operation can proceed as planned". Soon, the Kingpin, dressed in a robe and pajamas, appears at the metal door. He cooly allows Spidey to grab him by the lapels and lift him into the air. Then, after insisting Spidey put him down, he tells the web-slinger all about an inventor he once employed... an inventor with a grudge. "The inventor's name, by the way, is Smythe!" Spidey is startled by this. "But Smythe is dead, isn't he?" he says.

Back in Soho, Alistaire has decided that MJ must die "because of what happened to daddy", but first he wants to show off his spider-slayer which is "better than daddy's, of course". Ignoring Mary Jane's denials, Smythe insists that, beautiful as she is, "Spidey darling" must admit to her identity. He climbs into his slayer and fires a laser blast right by the tied-up women. "I assume your Aunt means a lot to you... from the note you wrote I think she does", Smythe says. (To Aunt Anna's query of "What note?", MJ replies, "Who knows? The guy's a fruitcake!") He decides to threaten Anna until MJ admits she is Spider-Man. A metal tentacle slithers out of the slayer and, whip-like, cracks right by Anna's horrified and tear-stained face. The tentacle hovers menacingly beside its intended victim, as Smythe asks the question, "Tell me, Spidey dear, if you're not Spider-Man, then who is?" Wide-eyed, Mary Jane makes her choice. She confesses to Smythe that she is Spider-Man. (A stunned Anna says, "You are...?") And she offers a deal. "Release my Aunt and I'll show you where I've hidden my exoskeleton."

As the real Spider-Man heads toward Smythe's warehouse, Alistaire is soaring through the air in his spider-slayer, with a captive Mary Jane held in the machine's crab-like arms. Anna is still being held back at the warehouse until MJ gives up the exoskeleton. To Alistaire's question of how she created such a suit, MJ replies "Oh, I... I didn't! It was aliens!" When Smythe buys that story without batting an eye, MJ tries to sweet talk him by telling him how nice it is to find someone who finally understands. Alistaire commiserates with her but tells her she still has to die. ("Darn", thinks MJ.) Trying another tact, Mary Jane asks Smythe how he is planning to record his victory over Spider-Man. Alistaire doesn't know. "I don't own a camera", he says. "I know where you can get one!", says MJ.

Meanwhile, Spidey has arrived at the warehouse. He breaks in by smashing, feet first, through the corrugated metal garage door. A frantic Anna Watson tries to warn him back. Unknown to MJ, Smythe has planted devices called "bug bombs" (heat-seeking, winged rockets) to polish off Anna while the exoskeleton is retrieved. Now the bombs will zero in on Spider-Man, too.

Over Manhattan, Mary Jane has convinced Alistaire that they must buy a camera. She points out a camera store that is closed. Alistaire uses his laser to shatter the window, then allows MJ to enter the store albeit with a tentacle still wrapped around her waist. This is exactly what MJ is hoping for. The smashed window will trigger an alarm and bring the police. Inside, she finds a piece of paper and a pencil. She writes a note to the police telling them where her Aunt is and informing them that she will try to get Smythe to go to the Daily Bugle building. (Smythe, of course, can see none of this. To his cry of "You're stalling!", MJ replies, "No, I'm not! I'm just trying to find the right kind of film!") When the police arrive, Alistaire flies off, snatching MJ with him. She has managed, in the meantime, to snag a camera and film.

In the warehouse, Spidey uses his webbing to stop the bug bombs. He sets Anna free and helps her escape. ("You really aren't Mary Jane, are you?", she asks.) Outside, a policeman, led to the scene by MJ's note, tells Spidey that the probable next stop for the spider-slayer is the Daily Bugle. Spidey thanks him and swings off. "Weirdo", thinks the cop.

With the slayer now flying over Chelsea, MJ realizes that they are almost above the skylight in Peter's apartment. Telling Smythe that he needs a photo of himself in the spider-slayer with the Empire State Building as a backdrop ("Sort of a Smythe conquers New York shot!"), she positions him until she is right above Peter's place. Telling Smythe that he looks "masterful against the skyline" ("Yes, I know. You want me.", he replies.), MJ takes the picture, while simultaneously dropping one of her green boots toward the building below. It smashes through the skylight and lands in Pete's bathroom. "Please Pete! Be home!", she thinks, "I can't tell Smythe you're Spider-Man for some stupid reason... but darn it, Pete, I'm tired of this silly game!"

Alistaire is not pleased with the "dropping boot" stunt. Squeezing MJ in his pincer, he tells her that he suspected some treachery which is why he left bug-bombs to kill Aunt Anna. "She will have been dead for at least ten minutes!", he declares. A stricken MJ realizes that stalling for time may have cost her aunt her life. "I should have told him", she thinks, "sent him to Pete right away". Smythe will stand for no more delays. "Where is my exoskeleton?", he screams. Haltingly, MJ tells him, "it's at the Daily Bugle".

With Spidey frantically trying to get there, Smythe and the spider-slayer arrive at the Daily Bugle and MJ makes her final move. She throws the camera at the building, smashing the window in J. Jonah Jameson's office. She hopes that Pete is there and will see her. Instead, JJJ and Robbie are witnesses to the whole awful affair. Even as they decide to call the police, Smythe has had enough. "This was a game for you... like checkers or hide and seek!", he tells MJ, "Let's see how you like playing skeet-shoot!" And saying this, he tosses MJ into the air while he tries to shoot her with his laser.

Fortunately, Spidey shows up at just this time. He swings by and kicks the pincer, which snaps off the slayer and falls to the roof of a nearby building. Then he grabs Mary Jane out of the air. Having reached the end of her strength and resourcefulness, the valiant super-model passes out.

Pete gently sets MJ down on the same roof on which the pincer landed. He is immediately attacked by a ticked-off Smythe who fires laser blasts at him, whining that "She's not Spider-Man! She lied to me!" Spidey, expecting his old enemy, doesn't know what to think until the villain explains that he is Spencer Smythe's son. (Only he introduces himself as "Alphonso". The poor stiff can't even keep his own name straight.) Spidey fends off the lasers by weaving a continual web shield but eventually he must reload his web-shooters. Looking for a distraction, he grabs the severed pincer and throws it at the hovering spider-slayer. It strikes with a "smash!" and the slayer tilts drunkenly, lasers firing wildly, as if seriously damaged. Spidey tries to take advantage of the moment, but Mary Jane cannot be awakened and Smythe soon has control of his machine once again. He snakes a tentacle Spidey's way, but the wall-crawler easily dodges it. Spidey tries to stick to the bottom of the slayer with his webbing but it just slides off. (Um, he must have changed web-shooters between panels.) The bragging Alistaire, desperate to prove his superiority in slayer-making to his dad's old antagonist, tells Spidey that he created the machine with a "no stick surface". He goes on to reveal that the slayer is "totally computerized". Spidey lands on the top of a nearby water tower with a plan. "Then when I short out the computers, it oughta drop like a stone!", he thinks.

It is Spidey's hope that Smythe will smash into the water tower, drenching his electrically-charged aircraft. Alistaire does not disappoint but the drenching has no effect. "I have created it so water tight", he boasts, "I could fly through Niagra Falls with it". So, Spidey tries another tact. He leaps and sticks onto the clear plastic dome ("At least the windshield's not teflon coated".), then distracts Smythe by bringing up the subject of his father. As Alistaire raves that, "He left mommy and me alone... for you!... All he could talk about was you!... No matter what I said or did or built, you were all he cared about!", Spidey grabs the flailing tentacle and uses it as a rudder to steer the slayer to the train yards. The webhead leaps down amidst the trains, one of which is hooked up, cable-car style, to a series of electric cords at the roof. Putting his thumbs in his ears and flapping his fingers, Spidey taunts Smythe with a "Come one, genius! Kill me if you can!" Smythe is undaunted. He knows his craft can "take up to a thousand volts and live". So he crashes right into the electric cables. Sure enough, the spider-slayer is insulated so that Smythe survives but the slayer is surrounded by electricity and hopelessly entangled. Alistaire is trapped inside his helpless craft. Amtrak representatives step in. One tells Spidey that this accident will "shut down N.Y.-Washington service for a while" but he's willing to cover for the web-slinger. After all, "a little while back, you nabbed some punks that were mugging my sister! The city could use a few more like you!" He gives Spidey permission to slip away.

The wall-crawler makes his way back to the Daily Bugle. As Peter Parker, he rushes into the offices concerned about Mary Jane. "She's okay", says Jonah Jameson, "Spider-Man saved her." (Yes, Jonah says this.) MJ comes in and gives Peter a big hug as a thank you but the young man isn't in a celebratory mood. He confesses that he was hoping that he and MJ could get back together again but now he fears that he is a menace to anyone who may be close to him. But his ruminations are cut short by Robbie Robertson who presents Mary Jane with the developed photo she took of Smythe and his slayer. "Front page material", Robbie calls it.

The next evening, Anna, May, MJ, and Pete are dining out together. Anna displays the latest Bugle with MJ's Smythe photo on page one. (There is also an article headlined, "Kingpin denies involvement as illegal drug shipment floods city!", in case you were wondering about that little sub-plot.) Anna proclaims Spider-Man to be "a perfect gentleman" and "no more a menace than... than Pete here!" She wonders how Peter can work for such a Spider-hater as J. Jonah Jameson. "I don't know, Aunt Anna", MJ replies. "It's good money! The picture I took paid for a camera, broken windows, our dinner here, and I have enough left over to take Pete to the movies." May challenges Anna's positive assertions about Spider-Man and as the two Aunts continue the discussion, the two young people slip away. As they head to the movies, MJ tells Pete that she has a new understanding of what it is to be Spider-Man. She understands that it "isn't all fun and games", that "it gets lonely sometimes, fighting it out up there all alone! Except you're the only one who's there to do it.!" She takes Peter's arm and tells him, "I'm glad now that I know you're Spider-Man... and that you know I know." But, giving him a kiss on the cheek, she finishes with, "But that still doesn't mean I have to like it."

And, you know, all these years later, she still doesn't like it.