Astonishing Spider-Man #13
Astonishing Spider-Man
Alive and Well: Part Three
Writer: Ben Kaine
Editor: Paul Hahn

He'd scribbled a note and left it for her on the side of the bed, saying that he'd gotten an early start on the day. After that, Ben Reilly had changed into the suit of Spider-Man once more and leaped out of the Parker residence. All the while, there had been one thought running through Ben Reilly's head:

'Oh my God, Ben... What have you done?'

Ben Reilly was the clone of Peter Parker, known to the city that he protected as the astonishing superhero called Spider-Man. He had learned to accept that he was a clone. He had started to build his own, unique life. He had gotten a job, met a girl. He was supposed to be independent now, his own man.

And yet, last night, he had impersonated Peter Parker. He had intended to only do it for perhaps an hour, just enough so that Mary Jane Watson-Parker would "know" her husband was okay. Instead, she had jumped his bones, and unable to blow his cover (riiiiiiight), he had played along.

He had slept with her.

Now the sun had risen and Ben Reilly was swinging through the cool air of New York City, in a desperate race to get to his job at the 'Daily Grind' coffee house on time. It wasn't going to happen, he realized, but somehow it seemed inconsequential in the face of what he'd done.

'Peter.. I am so- so sorry-!'

Angela Stoic's alarm clock informed her, through the most annoying screaming she'd ever heard, that it was time to wake up. She shut the clock off and got out of bed. Yawned.

What time was it? Nine o' clock already? 'Geez,' she thought. 'Good thing I don't work on weekends. I'd never be able to keep the job. It does mean that Kari should be awake, though. Maybe she'd like to have lunch and I can learn if anything new has happened to her family. Oh, but I hope not... This is all far too much for someone who shouldn't even be out of high school-'

She picked up the phone and dialed as she looked through the refrigerator. Completely Empty. Big surprise, there. She waited for Kari Kline to pick up. Ring One, Ring Two-

"Hello?" It was Kari's mother.

"Hi, Mrs. Kline. Is Kari there?"

"Oh! Angela! No, she left early this morning, despite my objections-"

"She left? Where did she go?"

"She wouldn't tell me!" Mrs. Kline said.

The morning had passed and so had lunchtime, but Kari felt like she had skipped both. She had been out all day, working. She'd taken all of the money out of her savings ('Sorry, Mom...'), borrowed a friend's car- No. She had stolen it. She struggled to be honest with herself. She knew where spare keys for it were kept and had not asked to borrow it. She had simply taken the keys and driven off.

'Way to go, Kari,' she thought to herself. 'If any lawyer could've argued that you weren't really a criminal before, you've thrown them for a loop... Then again, lawyers will argue anything.'

She had the money and a car. All she needed now was a place to go, but Max Dillon would tell her that. As soon as they'd made it, Max Dillon would give her the address of a hideout to drive to, and they would be free.

MAX DILLON. A shudder went through her back. Was she really going to do it?

Was she really going to free the man that a city had come to fear as ELECTRO?

And yet, people had threatened her family. A family that had no way of truly defending itself, except for her. A family she owed everything to. Everything. And for that, the answer was a powerful "Yes". Yes, she would. She would free Max Dillon. She'd free Electro. And then she'd become his apprentice.

God have mercy on her soul.

"Strider? Dead?" Mandrake whispered. The woman only nodded, continued sobbing. Mandrake shook his head and walked away, allowing her friends to comfort her. He had no time for that sentimentality... Not yet! Not until the Dwellers were safe once more.

He walked down the old tunnel, the one he knew led to a dead end. That was where he'd placed the old mattress, where there'd be privacy for himself or a guest. That day, a guest.

"Spider. Wake!" he said, slapping the unconscious figure upon the bed. Peter Parker murmured something and began to blink his eyes open. As Peter's senses slowly returned, he realized with a start that his mask had been removed.

"Aw, no-!" he cried, sitting up. Suddenly, the room began to swim around him... He felt dizzy-

"Mandrake..." Peter gasped.

"That," Mandrake said, "...isn't my doing. You been hurt, and you're feeling the effects. Must've been hit badly in the head."

"My mask..."

"Here," Mandrake said, removing the mask of Spider-Man from where it hung on his belt. Peter took it quickly and pulled it over his face once more. A sense of security returned with the mask. He breathed a sigh of relief.

"My secret- Nevermind," Spider-Man said, thinking: 'Mandrake's a Morlock. He's not going to be any threat to my secret identity. No worry there, but- Ow... My head hurts. What hit me?'

And then, it all returned. Spider-Man whispered: "Legerdemain!"

"Yes," the mutant albino said. "He escaped. Disappeared. No way o' telling where he is, and the people- They're scared. Lotta deaths. Legerdemain killed all my Morlock Guard. He win."

"It's...ow.. not over yet," Spider-Man said, rubbing his head. "We'll get him..."

"Best get him," Mandrake said. "He's from your world, Invader. He's-"

"Shut up, Mandrake! We don't have time for that garbage. I've been doing this for a while, and the longer we wait, the colder the trail gets. How long have I been out?"

"Don't know. Long time."

'Oh. Yeah. I forgot that the Morlocks don't even see the sun,' Spider-Man thought. 'How the heck can they tell the time? "Long time", he said. Great. Mary Jane's probably worried sick.'

Spider-Man pulled his gloves up and checked his supply of web fluid as he talked: "Alright. Look, we can go on what we know. Legerdemain wants to sell that thing to a mobster, which means the Steel Guard's probably going to be staying in the city. 'Demain's going to need some sort of place to store it in, too, at least until he's got a buyer. Maybe a warehouse... Yeah! And since he disappeared, he's probably using some sort of teleporter! Teleporters usually have energy signatures... Maybe the Avengers are even already on it-!"

"Don't know what you're talkin' about at all," Mandrake said.

"I think I can find Legerdemain. It may take some time."

"And until then?"

"I go back up and make sure I'm ready for Round Two. Can you hang loose for a few hours?"

"If you're asking me t'wait, I can do that."


The New York City Temporary Containment Facility, where supervillains were incarcerated until they could be placed in a final home, such as the new Vault.

Warden McDaniel sat at his desk, an armed guard on either side of him with the best that money could buy in advanced repulsor equipment. It was a necessary precaution in a prison that held some of the most powerful beings in the state, and he had gotten used to them. He continued to move through the paperwork for the day. The Grey Gargoyle had finally gotten a transfer, it seemed. Good.

Warden McDaniel stopped his work and looked up.

"What's that sound?" he asked after a moment.

"Don't know, Sir. You want we should-?"

"Just follow me..." McDaniel said, standing. He opened his door and exited the office, the two guards following quickly, alert. The haunting, loud sound that McDaniel had heard was even louder in the prison halls.

McDaniel's steady walk quickly turned into a full-blown run as he made his way down the stairs into the 'E' Wing. Several guards joined him on the way, their rifles humming with repulsor blast power that would be felt through even the Rhino's armored hide (a moot point, since the Rhino had been transferred approximately a month ago). The entire party had soon made it to the cell of one of their inmates: Max Dillon.

"ELECTRO!" McDaniel cried. Inside the cell, Max Dillon looked up innocently from where he had been reading a novel. One of Tom Clancy's, McDaniel could see.

"What can I do for you, Warden?" Max asked.

"What is all of this?" McDaniel growled, gesturing as best he could at the incredible sound that had filled the prison hall.

"Search me, Warden," Max said, and then a great, wide smile slowly spread over his face. Several of the guards recoiled, as if that evil smile held power all its own- "I have no idea."

McDaniel took a deep breath, locking eyes for a moment with the criminal, and then walked away. The guards reluctantly followed.

"I want extra guards in this wing," McDaniel hissed. "See to it, Scott."

"Yes, Sir."

The guard looked back one more time at the prison wing and listened to that ominous sound:

All of the prison inmates, chanting.

They were chanting:


"And what do I get in return?" Silver Sable had asked. Spider-Man had made his way to the Symkarian Embassy easily enough, despite the horrible pounding in his skull, and the Sable representative there had led him to a communication screen. Silver Sable was in her native country of Symkaria, but she was easily able to hold a conference long-distance.

"Favor for a favor, Sable," Spider-Man had answered. "You've asked me before to join Sable International's mercenary services, and I've refused..."

"But I may have use of a return favor for you in the future," Silver Sable had finished, smiling. "Alright, Spider-Man. I will give you authorization to make use of the weapons cache in my New York Symkarian Embassy... In return, I'll require your exceptional services later."

"Deal," Spider-Man remembered saying, while he thought: 'With a platinum blonde merc. Oh yeah. This is good. How do I get myself into these things? ..(Sigh)..'

Of course, he hadn't kept exceptional company of late anyhow. Case in point: As the night began to descend once more over the skyline of New York City, Spider-Man was climbing out of a manhole on 42nd Street with a semi-psychotic Morlock at his back.

"You're sure you want to do this?" Spider-Man asked, more out of hope than concern.

Mandrake grunted as he lifted himself out of the sewer. "Indeed... Ngh.."

"What's-?" Spider-Man began to ask. Mandrake winced, shielded his eyes.

"It is... Very bright in the Surface World," Mandrake said. "Eyes hurtin'."

"If you think this is bright, just be glad we didn't do this in the daytime," Spider-Man said. "Don't know if you've heard this little rumor, Mandrake, but we have this thing up here called the Sun... It's a doozy. Maybe we should buy you some Ray-Bans, just in case this takes all night."

"We do this as quick as poss'ble," Mandrake growled. "You have your weapons?"

Spider-Man did. As she had promised, Sable authorized his entry into the weapons department of the city's Symkarian Embassy. Inside, he had found all that he had hoped one of the greatest elite mercenary groups in the world would store in their base. Spider-Man's chest was now crossed with metallic bandoliers containing cartridges for the gleaming, hi-tech rifles upon his back. A belt of other explosive weapons remained across his waist.

They were guaranteed to pierce even the armor of Iron Man. Spider-Man hoped they would do the trick. He ran down the street, avoiding the lights so that the neighborhood didn't become alarmed in the process.

"Glad to see you're alright, Spider-Man," Reed Richards had said when Spider-Man had visited the Fantastic Four New York office. "Yes, we have an energy signature match. There's a set of docks on the west of the Hudson here-"

He had printed out instructions and Spider-Man had returned to the Morlock Tunnels, armed and ready. Together, he and the albino Morlock made their way to the Hudson's riverside...

Ben Reilly hung his apron upon the appropriate hook and grabbed the black leather jacket. It was an old, beat-up thing, but he had found some affection for it in the years it had serviced him during his wanderings across the nation.

'Wanderings I probably should have continued,' Ben thought as he left the kitchen area of the Daily Grind. 'What've I done? How did-? I don't even remember.'

In the dining area, Kelly was sweeping up after the day's business. Ben managed to give her a smile as he walked past.

"Goodnight, Kelly," he said.

" 'Night, Ben," she answered sweetly. Nice girl. Heck, if he didn't have a relationship going with Desiree, it wasn't like he wouldn't have considered- Well, at the moment, that was neither here nor there. Not when he DID have a relationship with Desiree and he had just slept with another man's wife.

'I don't believe this,' Ben thought, exiting the coffee house. 'Maybe I should have never stopped to plant new roots around here. I know I don't want to wander again. I want to plant roots, have a life! But maybe New York City wasn't the place to do it... Every time I come here, I end up causing Peter no end of pain- and when he and Mary Jane learn what happened- My God, what if I've hurt their marriage? Beyond repair?

'...Maybe.. Maybe it IS time to go.'

The two men crept along the roof of the warehouse, reaching the skylight in its middle. The light that shone through the glass illuminated the stark white face of Mandrake like a ghost.. Spider- Man looked down into the room below, running his hand along the armor-piercing pulse rifle nervously. Although guns had long since stopped making him nervous in a business like the superhero's, actually using one, in a way, gave Spider-Man the willies.

"Do you see it?" Mandrake hissed, drawing his machete from its sheath. Its blade, gleaming-

"No," Spider-Man said. "No, I don't. And I have no idea why. All of the signs pointed to this warehouse as Legerdemain's hiding place... The availability of buildings in this area, the energy signature, the size- This HAS to be the place!"

"And yet, it's not."

"Don't get cute on me, Paste Boy. I'll bet every web I have that the Steel Guard's here... Somehow, he's just keeping us from seeing it- What can this guy do, anyhow?"

"Don't know more'n you," Mandrake said, twisting his weapon in the air. "We go in?"

"Yeah... We go in."

"No," a new voice said. "You don't."

Spider-Man whirled. "PINPOINT!"

The mutant called Pinpoint smiled as he stepped onto the chilly rooftop, closing the door to the staircase behind him. He wore black body armor now, a trenchcoat over that. Kevlar, Spider- Man thought from his experience. 'Great. Did the Punisher open a fashion boutique?'

It was only when Pinpoint stepped fully into the light, however, that the Webbed Wonder's attention was truly captured. Long marks now ran down Pinpoint's face, criss-crossing each other near the brow of the left eye. They were scars, fresh, and Spider-Man knew that they hadn't been there before, when he had fought Pinpoint and Legerdemain in the Morlock Tunnels.

"Your face-!" Spider-Man exclaimed. Mandrake's eyes widened involuntarily, but he was silent.

"Legerdemain was not pleased with my failure to warn him of your interference," Pinpoint said. "I was punished for it."

"Who the heck is this guy, Pinpoint? What in the world would make you so afraid of him to let him do that to you-?"

"Doesn't matter," Pinpoint said. "The Boss is the boss for a reason, Webs. I count myself pretty lucky I got a second shot... And I'm not going to miss! I don't know how you managed to foil my 'tracer' last time- The only thing I can think of is that you're not the same Webslinger. But anybody I've seen once, I can track them... We knew you were comin' before you got within ten blocks of here... and I've made sure it'll be a warm welcome!"

"We are-!" Mandrake began.

But the 'spider-sense' of the Webslinger had already blared its alarm. "I hear you, Mandrake... Here comes the welcome wagon-"

The gunmen rose from every conceivable shadow, their firearms shining white in the moonlight, and they were professional. Before they had even fully rounded the corners or escaped their hiding places, they were already unleashing a hail of bullets upon Mandrake and Spider-Man...

...and by then, Spider-Man was already in action. He grabbed the gray rags of Mandrake, pulling him along easily with his superior strength, and dived through the skylight. The grass broke with a loud crash as they fell into the warehouse's insides below.

They landed.

"Let go o' me-!" Mandrake growled.

"No need to thank me," Spider-Man said, looking around the dark, completely empty warehouse. "They'll be on us any second. Think you can handle yourself?"

"You ask fool questions, Invader."

"You should hear my answers. Alright, enjoy the goons. I think I've got an idea where the Steel Guard is!" Spider-Man said, taking a leap toward the center of the gigantic storage room. "I'm betting the Steel Guard has a cloaking device, something that makes it invisible to the eye. That would explain why nobody reported a giant robot suddenly materializing anywhere around here last night-..."

Spider-Man braced himself as he fell toward the center- "...Come on..." And landed. The space was only that: Empty space. Spider-Man looked about, bewildered.

"No! I was wrong!" Spider-Man said. "The Steel Guard ISN'T here-! But then where-?"

"Can wait, that," Mandrake growled, raising his machete. "Comp'ny."

The doors of the warehouse burst open and like a small, black and silver tidal wave, the Russian gangsters that had allied themselves with Legerdemain charged, guns blazing.

And then they fell. A powerful wave of nausea hit them like a fist as the entire room swam before their watering eyes. They fell over each other, stumbled about, trying to grip anything they could find- Those who still attempted to shoot either of the two intruders only blasted wood or, worse yet, one of their fellow henchmen!

Mandrake's power had rendered them helpless, and now the Morlock leaped at them with silent fury. With a single, phenomenal jump, Spider-Man was already in their midst.

"Nice," Spider-Man said as he punched away at the dizzied mobsters.

"Useful tool," Mandrake answered, his boot slamming into the jaw of another.

"You kiddin'? The ability to make anybody go on a drug trip- That's probably one of the most- sought after powers in History!" Spider-Man said. "Hmm... I wonder if you're in violation of narcotics policy-"

"I don't obey Invader Law-"

"Er, that was a joke."

The last of the mobsters fell unconscious. Mandrake and Spider-Man stood alone amidst twenty senseless gunmen. Spider-Man surveyed the group for a minute, thinking. 'Russian, or immigrants. These guys are members of Staccato's gang. I'm going to have to give him a visit..'

Mandrake picked up one of the semiautomatic pistols that one one of the gunmen had been clutching. He studied the silvery weapon, frowned. "Now?" "I honestly have no idea," Spider-Man said. "This is where Legerdemain teleported the Steel Guard to, but it's obviously not here..."

Suddenly, a gunshot rang out! Mandrake grunted as a bullet tore into the flesh of his arm and turned... Above them, Pinpoint aimed his rifle once more. Mandrake raised the gun that he had taken, fired several times before Spider-Man could stop him.

The bullets slammed into Pinpoint's chest and stomach. The villain cried out, dropping the gun and falling onto the catwalk. Spider-Man ripped away the weapon in the albino's grip.

"Mandrake! If he hadn't been wearing kevlar-" Spider-Man said, smashing the metal gun in his hand. The Webslinger turned and with a single jump, leaped to where- to where Pinpoint HAD been. The villain had already stood and was running. Spider-Man followed.

By the time Spider-Man had caught up to him, Pinpoint had made it outside and onto the docks of the Hudson. A cold blast of wind hit Spider-Man as he left the warm protection of the building. He shivered, fired a webline at the retreating back of Pinpoint-

Success! The webbing slapped against Pinpoint and with a jerk, the man was ripped from his feet. He landed upon the concrete with a low "thud" and lay still, groaning.

Spider-Man walked to him, gave him a single punch. Pinpoint was silent. When he woke up, he would be in the hands of the police. That, at least, was one accomplishment he could bill for the night, even if Legerdemain had somehow escaped him with the- Steel Guard?

There was a low rumble as the docks actually shook beneath Spider-Man's feet... and a dawning comprehension hit- "Of course! Why didn't I think of it?! The RIVER-!"

From the dark, murky waters of the Hudson, the steel giant emerged in all of its glory, its spotlights shining down upon Spider-Man painfully. He had only a moment to view it. Somewhere in the dark, Spider-Man heard the sound of small missiles bursting out of their launchers...

Spider-Man grabbed the unconscious Pinpoint and leaped. The entire dock that he had been standing on was turned into an inferno of shattered concrete, quickly disappearing beneath the dark waters. There was a laugh over the speakers of the Steel Guard. Legerdemain!

"This is your last interference, Spider!" Legerdemain roared from within the great weapon. "I should have simply allowed you to leave me, to take that worm Pinpoint and Staccato's men! ...But something within me, Something, can not resist the destruction of such an arrogant fool! I have enemies, Spider, as well as allies.. and perhaps all would benefit from a message through your death- That none must challenge LEGERDEMAIN!"

Spider-Man wordlessly dropped Pinpoint within a pipe and unslung the silvery, Symkarian rifle upon his back. The small light upon its tip was blue, alerting its wielder that the weapon was charged and ready. He clutched the rifle tightly and looked out from behind the hiding place he had chosen, a space behind a pile of crates.

"I've little time for games, Spider," the malevolent voice boomed over the speakers. "My sensors see you perfectly!"

The hiss of missiles. Spider-Man darted away, allowing the crates to explode in a great fireball. With a perfectly-executed flip, he landed in the cold water... Gone!

The Steel Guard looked about for its prey, its gigantic limbs waving about in agitation, but its sensors could not pierce the water that it lay half-submerged inside. It did not have to. Spider- Man emerged only moments later, climbing up the great, metal back of the armored beast.

"What are you doing-?" Legerdemain hissed, right before Spider-Man appeared once more in front of his cockpit glass. "Even your strength cannot shatter this glass! You have already attempted it, Spider!"

Spider-Man aimed and fired. The discharge from the rifle crashed through the glass, blowing up the controls in a shower of sparks and smoke. The Steel Guard slowed and then froze in its position, its lights dimming. Defeated.

Spider-Man hurled the rifle away, letting it fall into the waters below, and reached into the smoke- filled cockpit to seize the white-cloaked form of Legerdemain.

He found nothing. The once-occupied chair of the cockpit was now empty, devoid of anything except several small flames, wires, and a cloud of smoke. Spider-Man coughed, finally backing away from the destroyed command post and leaping back to the riverside.

'Blast,' he thought as he walked back toward the warehouse entrance. 'How did he do it? Not that I haven't seen Legerdemain do enough already, so I guess Teleportation shouldn't be a surprise. Couple that with his freezing me and discharging lightning bolts with that weird chain and ball of his, and I guess I shouldn't put anything over him. Was he a wizard of some kind? Maybe Doctor Strange has heard of him... I could-'

He entered the warehouse, shaking his head. 'First thing's first. Count your victories when you get 'em, Spidey. You got at least a few of the bad guys, even if the head man got away like a bullet- Bullet! Crud...'

"Mandrake?" Spider-Man called.

"I'm here..." the albino groaned weakly, walking out into the open.

"Are you hurt badly?"

"..Pinpoint... did not hurt.. much... but another man woke.. He shot me before I c'act."

"...Aw, man. Alright, let's not panic here."

"...not panicking..."

"I'm not sure if I could tell if you were. So far I've seen HOW many expressions on your-?"


"Uh oh. Alright, time to cut Comedy Hour. Just lean on me here and-"

She heard the sound of feet landing on the kitchen floor, a bit more heavily than usual, but the comforting presence of her husband was there. Mary Jane put down the magazine she had been reading and jumped up from the couch, blinking sleepily. She had decided to wait for Peter to get home that night. He had left so abruptly that morning...

"Peter?" she smiled as she saw his silhouette in the dark- and- someone else's-?


"Er... Hi there, MJ. Guess who I brought home for dinner..."

"Who- is that? A 'Scrier'?"

Peter Parker ripped the mask of Spider-Man from his face, tossing it to the sofa as he entered. In his arms lay the unconscious, bloodied form of Mandrake.

"No, it's not a Scrier," Peter sighed. "Although I admit, that was kind of my first impression. This guy's natural, though. And he's hurt. Can I put him on the sofa-?"

"Er- Oh! Yes. Yes. Let me clear away my stuff. Peter- Your secret identity-"

"I know. The most I can reassure you here is that he's a Morlock. I don't think he'll be telling anybody important," Peter said, setting the mutant upon the couch as Mary Jane placed her items in a chair.

"A 'Morlock'? You mean those mutants in the sewer?"

"Those are the ones."

"I guess he got a great first impression of the Surface," Mary Jane sighed. "I'll get bandages."

"Hon? Thanks..."

Mary Jane smiled, giving him a kiss upon the cheek. "Hey, I'm a superhero's wife. I've got to expect something from the left field occasionally. I'm just glad you're alive and well, Tiger."

"I am, MJ. I am."

He smiled as he watched her jog to the bathroom for the bandages, then turned his attention back to the bleeding Mandrake.

"I think he's waking up... Did you turn off all the lights?"

"Yes, I did. Stop asking me."

"Sorry, MJ."

Mandrake groaned sleepily, slowly rousing from his unconscious state... and then his pink eyes shot open in realization that he was not in his home, not in the Tunnels. He was in an alien world! As he sat up, Peter Parker placed a hand on his chest, forcing him back down.

"Where am I?!" Mandrake growled.

"MY home," Peter answered. He had dressed up once more in his Spider-Man costume, just to make sure that Mandrake would immediately recognize him. The mask lay on the coffee table.

"How did I-? I do not remember-!"

"You were shot, Paste, and you lost a lot of blood. Eventually, you conked out. I had to bring you here because I didn't remember the way through the Tunnels."

"How long I been here?"

"A few hours."

"I wish to go."


"Peter," Mary Jane said. "Should he really be-?"

"He won't have it any other way, Mary Jane. I haven't known him long, but it's been educational enough for me to know that," Peter said. "Hold on just a moment, 'drake, and we'll go."

Peter left, realizing that he had left Mary Jane in the uncomfortable position of being alone in a room with a strange, badly smelling man. He decided he would apologize to her for it later and hope that she wasn't angry with him for it. It only took moments for him to complete the practiced change from Spider-Man to Peter Parker, Civilian-At-Large, and he was ready to go.

He returned to find that Mandrake was ready, standing in the middle of his living room.

"Would you like a drink before you go? Or something to eat?" Mary Jane asked.

"I want nothing from this world. Exit."

Mary Jane bit her tongue and entered the kitchen, leaving the two men alone. They did not swing out into the night via the roof, as perhaps they would have, but simply used the door and exited out into the street. They began the walk through the cool, peaceful night to the manholes where Mandrake would be able to access his home. Neither walked at a quick pace, simply moving at a lax speed down the sidewalks of the City That Never Slept. More for Mandrake's sake than anything, both of them knew, but Mandrake would not have admitted it and Spider-Man didn't see any reason to force the point.

They walked. Ahead, both men saw an old couple enjoying a walk of their own in the blissful, dark morning. They were moving in their direction.

"They will see us," Mandrake said with slight alarm, as he realized that Peter Parker was not changing direction to avoid them. Peter didn't answer, only continued walking, and Mandrake could only do the same.

They came closer. "They will see us!" They walked on. The old couple came within feet of them both, and as Mandrake's wide eyes looked upon them, they smiled.

"Mornin'," the man said.

"Morning!" Peter smiled back.

The old couple walked on, and it was then that Mandrake seized his companion by the shirt.

"What was this? Why did you let them see us?!" Mandrake growled. And their-!"

"Reactions?" Peter asked. "You can find out a lot of neat things if you give people a chance, huh? Albinos-that's what you are, if you didn't know-aren't real new in 'my world', 'drake. People have seen people like you. And now you've seen them..."

Slowly, Mandrake's grip loosened. "They- No. I am fortunate... There are other Dwellers, Morlocks, far too ugly t'be accepted-"

"I haven't seen one yet that wouldn't pass," Peter said. "You're keeping yourselves in exile, Mandrake. I don't pretend that even if you did come up, you'd be completely accepted. I don't think you have any skills, past- The things you need to get a job and live a 'normal life'- but that's being Homeless, and there are people who are Homeless who aren't ugly at all."

"And what does your world do for these Homeless, Spider? Spit upon them? Kick them away when they near the beautiful?"

"No. They're helped at shelters, missions. Volunteers every day bring food, blankets. They help, 'drake. Just like they'd help your people if you gave them the chance."

"You're a fool, Spider. A fool. Bring me to the Tunnels."

"Yeah... Alright."

The Spider watched as he descended into the Darkness Below, his home, and was gone. Mandrake moved quickly through the sewers, despite his wounds. He knew them well and had learned to traverse them without ever faltering or slowing.

In only an hour, he had found the distant lights that betrayed the Dwellers' presence. They were huddled within the sewers, shivering in fear, many of them grieving over the casualties that Legerdemain had exacted among their people.

"Look-!" "-there! Is- Is-!" "Is him!" "Mandrake!"

"Dwellers," Mandrake said, approaching. "I return. The man wh'killed us is gone. We're safe again here... and I promise we stay that way."

The New York City Temporary Containment Facility.

His name was Larry, and since Jacob's untimely demise, he had been the guard for the 'E' Wing. His shift ended at midnight, and as the clock struck twelve, he yawned and rose from his desk.


Larry's ears perked. A voice from one of the cells.

"Takin' off, Larry?"

Max Dillon. The 'Electro' guy. Larry walked to the cell, looking into its dark interior with a frown. Max lay upon his bed, smiling. That smile... Why did he always smile-?

"Yeah, Max. I am. Why? You need cigarettes?" He occasionally sold them to the inmates. Warden McDaniel didn't know about it, but it was a few extra bucks.


"Then what do you want?"

"Just wanted to see you."

Larry stood there uncomfortably for a moment, his eyes locked intractably with Max Dillon's, and then left, walking a bit faster than usual. Max Dillon was smiling, smiling, smiling- ***

Days had passed since Mandrake had returned...

And had his promise to keep his people safe been in vain? Had he already failed? Mandrake leaped agilely through the tunnels as he ripped his machete from its sheath. Only minutes ago, several Dweller children had returned to the camps, yelling that Invaders were coming. A new attack, only days after Legerdemain's butchery...

No, Mandrake thought grimly. He would not let it happen. He couldn't-

He landed in the waters, seeing lights up ahead. There they were, undoubtedly armed. He gripped his machete tightly and approached, only to hear- His name called?

"Yoohoo! Mandrake!"

"Spider...?" Mandrake whispered, coming closer.

"Cut the lights!" Spider-Man ordered. The men and women did so, plunging the cavernous tunnels once more into darkness. Mandrake took advantage of it, quickly advancing into a suitable position. The Spider. What did he want-?

"Alright, Mandrake... I know you're here," Spider-Man said, his 'spider-sense' tingling slightly.

"What do you want, Spider? You're not welcome. None are welcome! Who are these-?"

"They're volunteers from a group called the Christian Homeless Aid Program," Spider-Man answered. "And there are a lot more than just these folk. There are two more groups above."


"Two stories up. The Surface. There are several trucks waiting, filled with food, blankets, supplies. All donated by the people of New York City. And it's all for your people, 'drake... So my question is, are you going to use your power to put us down, or are we going to try a little experiment. Are we going to try to give the Surface -and your people- a chance?"

It had taken half of the day and almost the entire night to finish unloading the supplies into the Morlock Tunnels. Under the watchful, pink eyes of Mandrake, sole protector of the surviving Morlocks and Dwellers, and with the help of the strength of Spider-Man, enough supplies to theoretically feed the Dwellers below for months had been unloaded. The sky was beginning to turn gray as the final boxes were dragged through the system.

"Now, give him one of these every day, alright? There are enough for a week and he should be better-"

Spider-Man set several crates down and turned. In the light of the lamp, he could see Dr. Pomager talking to one of the Morlocks. He was one of several that had arrived to treat the Morlocks for several of the most common diseases afflicting them, and in the last twelve hours, he had interviewed and aided some seventy-four Dwellers. Spider-Man smiled, and then he felt the eyes of Mandrake upon him.

"Spider," Mandrake said, but Spider-Man did not even register the word. The one thing that he had noticed was that there was no growl to Mandrake's voice, no hint of danger. Spider-Man had never heard him speak in that way.

"Yeah, 'drake?"

"You... done much. I thank you for my people."

"I haven't done anything that a lot of people on the Surface wouldn't do, 'drake," Spider-Man said, extending his hand. "But you're welcome."

"It is not finished," Mandrake said, shaking the hand. "I wish something of you."

"Er, alright. What?"

"It gets close to Day?"

"Yeah. In a few minutes..."

"I wish to see the Sun."

Spider-Man had easily climbed the building, even with Mandrake to carry. When they reached the top, the first rays of sun had slashed through the sky. The Webslinger had nothing else to do, then. His part was finished. He only had to step back, and he did.

So it was that the Spider-Man stood, arms folded, as that beautiful, fiery globe that we so often take for granted rose over the city skyline, bathing the world in a golden glow. Mandrake had fallen to his knees as it had broke the night, "rising to kill the envious moon".

Despite the fact that Spider-Man knew Mandrake's Morlock Albino eyes were probably in incredible pain, however, he did not think the tears in the mutant's eyes were ones of pain.

After they had rested upon that rooftop for over an hour, Spider-Man had returned Mandrake to the nearest manhole. They had bid each other farewell, and the mutant had returned to the depths he was accustomed to... with something in him, that deep anger, removed. Gone.

Spider-Man smiled inside his mask and fired a webline. He had a wife to get home to.

The sun felt especially warm that day.

Next: Daredevil. Black Cat. ELECTRO. 'Nuff said.


Yeah! Electro! Thought you'd never see a classic Spidey villain around here, eh?

But wait! It won't be that long a wait for Electro action, because before Astonishing Spider-Man #14 comes your way, the Astonishing Spider-Man Annual will be hitting New Marvel with a vengeance! Not only will there be a story in which Spidey must make an incredible decision, guest-starring Daredevil AND the Black Cat, but there'll be a back-up featuring our very own Electro!

'Til then!

Oh, and just for the hell of it: Send letters!

(Heh. I guess we know what a promise from Ben Kaine is worth...)


It has occurred to me, as I was researching my list, that I am not a particularly good authority on Spider-Man, despite my love of the character. Unlike Daredevil, who's history I'm well-versed in, I haven't read most of the stories that hit in Spidey Lore.

Boy, I must just suck.

-Ben Kaine