Bitten by a radioactive spider, student Peter Parker gained the proportionate strength and agility of an arachnid! Armed with his wondrous web shooters, the reluctant superhero struggles with sinister super-villains, making ends meet, and maintaining some semblance of a normal life!
Year 3
What Has Gone Before: Peter and Mary Jane had a long talk about their new parenthood, interrupted by his entry into the Crime Wave. Meanwhile, Flash Thompson stumbled onto Ben Urich and Betty Leeds' investigation of the Hobgoblin.

"Blowin' In The Wind"
by Mark Bousquet
co-plot by Randy Lander


Peter Parker, the Amazing Spider-Man, stood in the middle of a field.  Darkness surrounded him - the only light pouring down from the full moon above.  He was in full costume, running away from his arch-nemesis, the Green Goblin.

"You're mine, Parker!" Norman Osborn, the Goblin screamed down at him as he hurled pumpkin bomb after pumpkin bomb down on the hero.  "I know who you are, "Spider-Man"!  I know where you live!  I know your wife and daughter!  I know

Peter ran and ran and ran and then ran some more.  Tree branches closed in on him, sometimes whipping into his body and other times providing relief from the Green Goblin.  Ahead of him the path he was running along forked in two directions.  He looked at each, but neither looked unique in any way.

"Would you like to know how much money your wife Mary Jane has spent on her credit card in the last three years?" the Goblin taunted.  "Or would you rather I tell you about all those nights her and Harry spent together?  You remember what it was like to be young and in love, don't you, Parker?  You must remember dear Gwen?"

An ache ripped through Peter's heart at the mention of his first real love.

"Yes, remember how I killed her?  And it was all because of you!!!"

Peter wanted to stop and fight Osborn, but he couldn't.  He knew he had to run to his family and friends and protect them from the madman's schemes.  He reached the fork and kept running.  He couldn't even remember which path he took.  It didn't matter.  He knew people he could trust were up ahead. Somewhere in the back of his mind he realized that the Goblin wasn't on his heals any longer.

Pain became unbearable in his lungs, but it didn't matter if he could run for 100 more miles or not another ten steps.  He had reached an ending, the forest growing thick before him, blocking the path, funneling him into a dead end.

"Peter, turn and face us," came a voice Peter couldn't place.  "We're the people who you can trust, the people who know that you're really Spider-man."

Peter turned, a smile on his face, and found the forest gone and a wide open clearing in his place.

All he saw was the bulking figure of Venom, mouth open, teeth bared.  He was holding something.  'Oh my god,' Peter's mind screamed in horror, 'he's holding -- !"


Peter Parker awoke in a start at the Forest Hills home he shared with his wife Mary Jane Watson-Parker and their daughter, May.

"Huh?"  Mary Jane snapped awake beside him.  "Did you say something, tiger?" she asked groggily.  "Oh, Peter!  You're sweating up a storm in here!  Are you okay?  What did you just yell?"

"Nothing, MJ," Peter responded, wiping sweat off his arms as if to prove MJ's observation.  "Just a nightmare is all."

"Just a Nightmare, heh?" MJ asked, smiling.  "I thought he was a Doctor Strange villain?"

"Huh?" Peter asked.  He hadn't been listening, really.  He still had that image of Venom and Gwen floating around inside his head.  It made him shiver.

"Geez, hon, are you okay?" MJ asked, real concern in her voice this time.  "What was the nightmare about?"

"Venom and "

"And what?"

Peter's throat dried up and he found it hard to talk.  "Norman.  Norman Osborn," he rasped out.  And Gwen, he continued to himself.

"I've got to go, MJ," Peter said in a huff as he tore the sheets off and jumped out of bed.  "I've got to go find someone."

"For heaven's sake, Peter!" MJ snapped.  "Find who?  It's 3:30 in the morning!"

"I've got to go, MJ," Peter replied absently, pulling on his Spider-man costume.

"Peter Parker, get back in this bed," MJ said softly.  So softly that Peter almost didn't turn around.

"Please, Peter, I don't I mean, I want that is oh Hell! Peter, I love you.  I don't want to see you get hurt.  No, don't give me that look.  I love that you're Spider-man.  I love that my husband is brave and strong enough to go out there and risk his life to save a filthy city of ungrateful jerks.  I understand that one day you might head out that window and not come back, but please, you've got to meet me halfway.  I just want to know where you're going."  She pulled the sheets up close to her face and when she continued it was barely a whisper, "I just want to know if something does happen where I can beg people to start looking for you."

Peter had the costume pulled up half a leg.  "MJ, it's a feeling I've got," he lied.  He wanted fresh air.  He wanted to swing on his webs across the city.  He just needed to get out for a while and clear his-


Baby May.  Her cry was cold water on his face.

Peter almost ripped the costume off before he walked over to his wife, kissing her on the forehead.  "Oh God," he whispered, "I'm sorry. I'm so sorry. I love you, MJ."  He repeated, "I'm sorry. The dream just spooked me is all.  Ever since I've been Spider-man I've guarded my secret identity.  The exact reasons why I never told people were as varied as all the people I've known, but it always comes down to protecting them.  I never wanted anyone to get hurt."


"Peter, May is-"  MJ started to get out of bed.

"I'll get her," he said quickly, gently pushing her back into bed.  "It's just you've convinced me that I need to take precautions to protect and care for you and May in case anything happens to me.  But it's hard to change gears and look for
someone to open up to.  I'm a loner hero, MJ.  I've always been one and I always will be - that's just the way I am."  He kissed her on the forehead and walked to the bedroom door. He turned around one last time. "I just can't believe it's gotten to this point. Madmen and villains, that's who figured me out. So few of my friends and allies really know me. And the only hero who knows I'm Spider-Man, MJ, the only a guy who figured it out by himself.  I didn't even have the courage to tell him before then."


Peter turned and walked out, saying mostly to himself, "I'm going to make it right. For you, for May...I'm going to make it right."

Peter Parker held his daughter in his arms and rocked her in an old wheelchair that his Uncle Ben had made decades earlier.  She was an angel named for an angel, his aunt May who raised him since he was a boy.

She looked up at him, her eyes bright and wide despite the time of night.  She began to cry softly.  "May want daddy to sing a song?" Peter asked in the sing-song baby voice of a new father, his only answer more tears.  "Okay, I'll sing you one.  A special one.  Not any of that boring stuff mommy sings.  Here goes, angel," Peter smiled, cleared his throat and sang slowly and quietly, " Spider-Man, Spider-Man, does whatever a daddy can "

"Uh, hi, I'm here to see Matt Murdock."

"Do you have an appointment?"

"Uh, no, but I-"


"Parker.  Peter Parker."  Charm, smile, his best look, his best fake Connery accent.  The secretary paged Murdock on the phone, then looked up, not impressed one, single bit.  "Get that line often, do you?" he asked sheepishly.

"Oh, about every other male client," she smiled as she waved him towards Matt's office.  "Does every male on the planet want to be James Bond?"

"Nah, we all want to be superheroes," he smiled before entering the law office of Matthew Murdock, one of New York's finest defense attorneys.  Not to mention the blind superhero known as Daredevil.

"Peter, so good to see you," Matt Murdock smiled from behind his desk after the door had closed.  "And in such non-hostile surroundings."

"You, too, Matt.  How's it going?" Peter responded as he walked across the floor to shake Matt's hand.

"Hrm accelerated heartbeat, slightly sweaty palms, but nothing extraordinary so you're not in any real trouble Peter, are you going to ask me out on a date?" Matt grinned.

"Nah, I'm married, remember?"

"Oh, that's right.  How's being a father suit you?  Little webs all over the house?"

"Heh, keeps us busy, that's for sure.  Less time for web-slinging, unfortunately.  You know how you have certain routes you cover when your out on the town?" Peter asked.  "Nothing really conscious you do, but the muscles kind of take over for the mind some nights, you know?"  Matt nodded.  "Well, there was this robbery over on-"

"Don't even say it, Peter," Matt cautioned strongly.  "Don't take that step down that road.  When we start blaming ourselves for things we have no control over " Matt shook his head.  "Just don't take that trip.  Now, why don't you tell me why you're here?"

"It's about May, our daughter.  She's so beautiful," Peter beamed without even realizing it, causing Matt to smile.  "I worry about her, Matt.  Things can happen in this world we live in, you know?  We don't like to talk about it, but this isn't a game we play.  People get hurt."  Peter was silent for a moment and then began pacing around the office.  "I never knew my parents, Matt.  Not really, anyways."  He jammed his hands in his pockets and kicked the rug with his foot.  "I don't want my daughter to grow up without parents."

"Are you talking about retirement, Peter?" Matt asked cautiously.  "Maybe going back to school full-time and getting those science degrees with the time you save?"

Peter smiled weakly, "Nah.  I can't pretend I don't have any powers.  And if there's one thing my Uncle Ben taught me," Peter almost choked on the words, "it's that with great power comes great responsibility."

Matt said nothing.  Peter's body was working overtime and he thought it best to just let Peter ride out the jumbled thoughts in his mind.

"But, you know, there's a deeper meaning to it than that, Matt," Peter said softly as he looked out the office windows at the sprawling city around them.  "It's not just the power, or the skill.  Heck, I could lose my powers permanently this very second but I'd find a way to go out there every night or some way to make my science work for me to do all this.  'Cause even without powers, I've still got my mind, still got my experience.  I'd, I don't know, train someone or something " he let his voice trail off, "I could still do some good.  No, Matt, I don't think I can ever leave all this behind.  It's not the ego, or the thrill of all that adrenaline rushing through the body it's just knowing I can, I don't know, help make it all a little easier for all those
people out there who just want to make some money and raise their family as best they can."

Matt let the words sink in, allowing Peter time to add to them if he chose.  Peter didn't, so Matt took the next step.  "So what are you saying, Peter?"

"Huh?" Peter asked, startled out of his thoughts.  "Oh, sorry for rambling.  See what having a kid does to you?"  He shrugged and chuckled nervously.  "I'm just saying that I want to have some kind of protection for my family in case anything does happen to me.  Do you have any idea what it's like to have all these villains running around who know who you are?"

Matt flinched. A small thing, but from the man without fear, Peter noticed. "Oh, I guess you do, sorry."

"Yeah, I've been there.  I can empathize."

"Think about it in just this one simple sentence, Matt.  Venom knows who I am, knows who my wife is, knows where I live, knows who my friends are.  Venom.  He's no Kingpin, but-"

"But he's Venom."

"And that's not the only one who knows." Peter let out a loud sigh.  "Why's it so difficult to let our friends know our secrets, but yet we live every waking second knowing that some super villain knows exactly who we are."

"Maybe our villains are more desperate to find out their opponents are human? Need to see beneath the mask? But our allies want us to be gods, infallible, so that their human frailties won't get us killed? I don't know. It's just the way this life is, Peter.  At any rate, the less who know the better.  For the most part, at least."

"Yeah, but I've got a family now, Matt.  A real, honest to goodness family.  I had that when Aunt May was alive, but it's hard to feel protective - I mean, really protective - of a woman who endured and survived all she had to.  But Baby May "

"So, what are you getting at?  Want me to get Natasha to write you a recommendation for the Avengers?"  Matt smiled.

"Nah," Peter smiled back.  "I wouldn't know what to do with all that money."  Peter paused.  "But I've got to say something to someone, you know?  Just so some of the good guys know who I am, in case anything does happen to me.  I don't want to leave MJ with all the hassles of a widow raising a young kid all by herself."

"Peter, you've got to know that I would do everything I would to help out Mary Jane and May if anything happened.  They wouldn't be left without help."

"Thanks, Matt," Peter said earnestly.  "I guess I knew, but it helps to hear it.  I'm not asking for favors, though-"

"It's not a favor when you do it without having to be asked."

"I just something happened recently, and it occured to me that someone I thought of as one of my closest friends doesn't even know me. He's someone I trust, and I think I ought to let him in on the secret. I almost feel like I owe it to him."

"Peter," Matt moved around the desk to clasp Peter on the back, "If it's who I think you mean, he doesn't think you owe him."

"But I think you should tell him.  Don't be afraid to let someone else in.  We can't live our lives protecting everything and everyone.  We can't be afraid all the time."

Peter sent Matt a look and laughed, "Easy for you to say, Mr. Man Without Fear."

Peter Parker sat atop the Bridge where Gwen Stacy died.  He sat there, alone, and thought about his life: past, present and future.  He didn't know why he picked this spot, other than the dream he had had that morning.  It seemed fitting somehow.

"Boy, you're a sorry sight," came a jovial voice.

"Hey, Torch," Spider-Man said, not bothering to get up.  "Glad you could make it."

"I was expecting your call, after what happened in the sewer.* (* In Web of Spider-Man #135 - Randy) Besides, I figured it's a Tuesday night, there's nothing going on why not meet Spidey up on that bridge where no one likes to go?"

There was an uncomfortable silence. Peter started wondering if he'd made a mistake. Maybe the confrontation between them had shattered the friendship. Maybe he had waited to long to confide in his friend.

"So you got those pants I loaned you or what?"

Peter looked up and saw Johnny grinning. He didn't deserve a friend like that if he didn't tell him now.

Peter sighed, "It's like this, Johnny.  I lied to you."

"'Bout what?  Telling me you buy all my toys?"

"No, about all that stuff you heard Venom say to me."

The words hit Johnny harder than he figured they would.  His grin disappeared, and so did his flame. He started to say something, then stopped, letting the weight of what Spider-Man had told him sink in.  Johnny went to the ledge and sat down next to Peter.  "Explain."

Spider-Man turned to look at the Torch.  "I've got a wife, Johnny.  And a kid."

Johnny almost couldn't believe it.  "You do."

Again, a silence. Then, "Why'd you deny it, then?"

"I I don't know," Spider-Man mumbled.  "I just figured that the less people that know-"

"So Venom can know all about your secret life, but I can't?"  Peter couldn't help but sense Johnny's anger.

"Look, you don't know what it's like," Peter said, standing up and pacing away. "You...You've always had your secret ID out there for the whole world to see, but for some of us-"

"Save it, Spidey," Johnny huffed, standing up as well and turning on his flame again.  "Man, I don't care that you never told me who you are.  That's your business.  But to lie about it after I hear Venom - VENOM - talk about it that's cold."

Spider-Man turned to the Torch and his hand slowly came up.  He removed his mask, letting Johnny Storm see his face for the first time.  "My name's Peter Parker."

Johnny sat there and just looked at him.  He didn't know what to say for a moment, and he sat down while he was trying to frame his thoughts..  "Geez, you didn't have to tell me that just 'cause I was mad."

"I've got a wife, and a brand new child, Johnny," Peter said, sitting down next to him. "I love them more than anything in this world or the next one."

Johnny shook his head, "Wow, I never woulda figured you're always so happy-go-lucky.  It's hard to imagine you changing diapers.  Geez, Spidey-"


" Peter ... I don't know what I'm supposed to say.  I mean, why tell me now? Is this all because of that day in the sewers?"

"No, that was part of it, but mostly ... my wife, Mary Jane, worries about me.  Worries that with sickos like Venom running around, I might not make it home some night.  She's scared for our daughter, Johnny.  And so am I."

"I'm not following, Sp- er, Peter."

"I'd never ask for anything for myself, Johnny. I'd like to think you know that about me at least. But listen ... if there's ever a night when I ... when things ... don't go my way, that my wife and daughter would be provided for."

The words hit Johnny hard and he stood up and paced around the small platform.  "You sure lay a lot on a guy, Peter.  I mean, you admit you lied to me, then you reveal your secret ID to me, then you ask me this it's a lot.  I'm having a hard time taking all this in.  I don't mean to sound like a jerk, Peter, but it's hard to think of you in these terms."

"I know, and I'm sorry, but I've got to tell someone."

"No one else knows?  No one on our side, at least?"

"There's a couple who know," Peter admitted, "but I've got MJ and baby May to think about now." Pause. "Look, Johnny, I'm not asking that you do anything fancy, I just want to make sure that my wife and daughter don't have to live on the street. I want to make sure that once I'm gone, Venom doesn't take out his revenge on them."

Johnny looked over at the man he only knew as Spider-Man not five minutes ago.  "Heck, Peter, you got it.  Don't worry about it.  Of course, I'd be glad to look after them if anything should happen.  I speak for Reed and Sue and Ben, too."  He paused, then broke into a smile.  "Of course, the way these things work, May will probably grow up and date Franklin."

"No way," Peter said flatly, "May's not ever going to date."

Johnny shook his head, his smile going from ear-to-ear.  "My god, this is the single weirdest conversation I've ever had.  And this from a guy who was married to a Skrull without knowing it."

The two friends laughed.

"You want to get a burger and a beer?" Johnny asked.  "Maybe show off some pictures of your new kid.  Or heck, just talk for a bit, tell me what you do, where you grew up "

Peter knew he had to get back to MJ and May, but

"Sure, why not?"  He extended his hand, "Friend?"

"Friend."  They shook hands and Peter pulled the mask back on.

"This doesn't mean I'm not going to web your coffee mug to the ceiling, anymore."

"Wouldn't expect anything less."  The Torch answered as they headed out over the city.

"You're not just doing this to get the Black Cat's home phone number, are you?"

"Of course not."  Pause.  "But if you wanted to give it to me "

"Sure, it's 555-4444."

"Thanks, pal- hey wait, that's the public number for the FF!"

"Whoops, guess it is "


Flash Thompson looked nervously around him. He'd been squatting in this alley for what seemed like hours, clutching a well-worn journal to his chest. His breath rasped in his throat, but he was too scared to let it out. He could feel the pain in his legs, the burns on his arms and face, but he couldn't let it stop him.

Slowly, he poked his head out of the alley and looked up. Not around, not out, but up. Breathing a sigh of relief when he saw nothing, he dashed out into the street, crashing through the crowd on the sidewalk. He flagged down a cab.

"Where to, buddy?"

"The Daily Bugle. Fast, please."

As they drove off, Thompson clutched the journal. Engraved in small gold letters on its burgundy leather case were two words:

"Roderick Kingsley"

Next Issue: The beginning of the Spot Quest, a three-part story that will give the lowdown on most of Spidey's foes and set up some dangerous new ones. Plus, what does Flash have, and what is he doing with it?