Adventures of Spider-Man #3

Issue Date: 
June 1996
Story Title: 
Sinister Intentions!

Nel Yomtov (writer), Alex Saviuk (penciler), Rob Stull (inker), Steve Dutro (letterer), Kevin Tinsley (colorist), Mark Powers (editor), Bob Harras (editor in chief)

Brief Description: 

After performing tests on his captive, Spider-Man, Mister Sinister discovers that he is not actually a mutant, as he originally thought. Just as he attempts to goad his ‘protégé’, the mutant boy known as Adam, into killing Spider-Man, Beast and Gambit storm into the lab, following the signal emitted by one of Peter’s trackers. Sinister’s henchmen, the Nasty Boys, attack the mutants, but prove inadequate. Sinister eventually flees with his minions, claiming that he has all the DNA samples he needs from Adam to run some very interesting tests. Spidey then helps Adam recover his fragile balance and reconcile with himself. Adam decides to return to the orphanage and teach the other children there that being different is no reason to hate or fear.

Full Summary: 

Mister Sinister’s lab

“Useless! You’re totally useless!” a furious Mister Sinister shouts at his captive, the manacled Spider-Man. He should have left him to burn with Connors and the Beast in the laboratory fire! All these wasted hours of painstaking examination reveal what he thought all along… he is not a mutant!

Peter retorts that all he had to do was ask! Does Sinister think he enjoys being prodded and poked like a guinea pig? “Enough of the mad scientist bit, Mister Sinister,” he tells him. Spidey’s interested in only one thing and that’s the welfare of that poor kid Adam. Sinister insists he’s interested in him, too… although for quite different reasons.

Watching the frightened Adam sitting by himself across the room, Sinister tells him to come here. “S-sure, Mister Sinister…” Adam complies. Sinister decides he will tell him more about this bad man, Spider-Man. He is the one responsible for taking Adam to Professor Connors’ lab where the X-Men engaged him in those frightening experiments. When Sinister arrived to rescue Adam, wasn’t it Spider-Man who tried to prevent him? “You know how much he scares you!” he tells Adam of Spider-Man. That is why Adam used his powers to help Sinister subdue Spider-Man in the lab.

Spider-Man pleads Adam not to believe in that garbage. He doesn’t know why, but Sinister is the one who’s going to hurt Adam. “Nonsense!” Sinister retorts. He reminds Adam they’re friends; it is Spider-Man who wishes to harm Adam. People like him fear and hate people like Sinister and Adam, simply because of their unique and enviable abilities. He urges Adam to free himself from the terror Spider-Man causes him. He encourages him to use his powers. Adam hesitantly complies; if Mister Sinister thinks it’s all right… Adam concentrates hard, his eyes and mouth begin to glow and he finally releases a pyrokinetic bolt against the shackled Spider-Man. “Not again! Adam! Noooo!” Pete screams in pain.

Elsewhere, Gambit exits the orphanage where Adam previously lived – Remy’s unconventional outfit causing some passers-by to wonder what he was doing at the orphanage. Gambit contemplates it’s a good thing the administrator is sensitive to Adam’s special needs. Otherwise, he would not have allowed Spider-Man, Hank and himself to take Adam to the safety of the Empire State University. Remy cannot help but feel sorry for the boy. Adam must have been scared to death when the Friends of Humanity stormed the orphanage and demanded he be turned over to them. Thank goodness Spider-Man was there to save Adam while Hank and Remy dispersed with those anti-mutant hoodlums.

Reaching the university campus, Remy thinks he can now return to see how Hank and Professor Connors are progressing with their experiments on Adam’s powers. Suddenly spotting several alarmed students around, Gambit asks them what’s wrong; what frightened them? One of the students tells him there’s a fire in one of the buildings; it’s out of control! Another student informs him that the fire department hasn’t come yet; people are going to be buried alive! Gambit retorts they are sounding full of doom and makes his way through the swarms of fleeing students. He is confident the X-Men always figure a way to beat the odds…

Non. Mon dieu,” he suddenly gasps in horror, seeing a terrible fire raging in the science building. He prays that his friends are not trapped inside. Storming into the building, he quickly enters the lab, calling out Hank’s name; there is too much smoke for him to see! In despair, he asks Hank to tell him where he is! “Remy… back here… behind you…” a weary voice directs him.

Leaning above him, Remy promises they’ll be out of here soon. He asks him where Connors and Adam are. Beast explains they were here in the lab with him… but Connors’ friend was Sinister in disguise! Hank doesn’t know what happened to them after that. Dragging the dazed Hank, Gambit decides to get him in the hall for some fresh air… then he’ll go back to look inside!

Seconds later, Gambit returns to the lab and calls out Professor Connors’ name; is he here? Connors emerges, coughing, complaining that the smoke and the heat are unbearable… he can’t breathe… he begs Remy to help him… Gambit suggests they get going before the fire starts to bring the whole flaming place down on them.

Just as Remy utters those last words, some pipes begin to crash down on them. Remy jumps forward and pushes Connors’ out of harm’s way. Remy tells him he’ll be fine, but asks him where the boy is. What has happened to Adam? Connors explains he’s not here. He must’ve been taken by the madman who knocked Connors out. He then again pleads with Remy… he needs fresh air…

Shortly, the three men are exiting the burning building. Beast explains to Connors that his “associate” is much more than he thought him to be; a twisted genius obsessed with controlling mutant genealogy and one of the X-Men’s greatest enemies: Sinister! Connors reveals he’s known him a few weeks. They met in a conference on biogenetics. He seemed interested in Connors’ research. Beast claims that he didn’t trust that guy from the minute he walked into the room – now he has Adam!

Hank sees Gambit holding something in his hand and asks him what it is. Gambit explains he found it when he was groping around in the fire; it’s Spider-Man’s. Connors assumes that Spider-Man was here after he and Beast got knocked out and dropped out in a scuffle with that madman. He explains that the object Gambit has found is a transmitter Spider-Man uses for tracking purposes. Gambit assumes that when they find Spider-Man, they may also find Adam and the mystery man. Precisely, Connors confirms. He just hopes Spider-Man is having an easier time with Sinister than Connors himself did!

At Sinister’s lab, Spidey realizes that Adam’s pyrokinetic powers are as intense as any he’s seen. He sliced through these manacles like they were butter. If Peter doesn’t stop him soon, he’s going to end up being tonight’s extra crispy barbeque appetizer! He urges Adam to snap out of it – Sinister’s got him under some kind of spell! He’s making Adam hurt him! He encourages Adam to fight off Sinister’s control – he knows Adam can do it!

Sinister tells Adam that Spider-Man’s lies have delayed them long enough; it’s time they continued to get to know each other. “Okay…” Adam complies, still staring evilly at Spider-Man, glowing, ready to pitch the next bolt. “Good boy,” Sinister commends him. Adam can even meet the friends Sinister’s told him about. He knows Adam will enjoy their company… they’re so much like Adam. He then encourages Adam to finally destroy Spider-Man!

Suddenly, a noise is heard from the entrance to the lab. “You…?!” Sinister exclaims, watching Beast and Gambit crashing into the lab, courtesy of Hank who rips the door apart. Remy quips that maybe Sinister was expecting Chef Prudhomme with a bowl of shrimp gumbo! Hank snarls that he should have know that it was Sinister what the sick feeling in his stomach at the Empire State University was trying to tell him! This whole caper of scientific experimentation with mutants has got Sinister’s smell all over it! He’s got news for Sinister: it’s time they get rid of the stench! Sinister stresses that Adam’s the issue – and he’s not going anywhere!

Watching this interaction, Spider-Man mentally congratulates the X-Men on their timing; maybe now he can finally get through to Adam. He tells Adam to listen up. However, he quickly realizes it’s no use; Adam is totally zonked out by everything that’s happening to him. How much more can this poor kid take? he wonders.

A thrilled Sinister announces to Adam that the time has come for him to meet his new friends. “Say hello… to the Nasty Boys!” At once, Sinister’s team of mutant henchmen burst inside through the back door. Slab roars that he doesn’t like uninvited guests – doesn’t like them at all! Ruckus playfully remarks that’s a noble thought, but where’s Slab sense of courtesy and civility? Gorgeous George tells Ruckus that, while he and Slab jive, Hairbag and Gorgeous George himself will burn the X-Men alive! Hairbag informs Gorgeous George that he’s been waiting for a rematch with the blue furry one for a long time! “Destroy them!” he urges his teammates.

Gambit hopes they weren’t interrupting them from something important! Hardly, Beast banters – what could they be doing sitting on their duffs in a back room? Remy quips that perhaps they were playing a friendly game of cards! With this, Remy cuts the cards from the pack he always carries with him, uses his mutant power to kinetically charge them and unleashes them against his adversaries.

Seeing how Gambit’s cards missed all four of them, Slab tells him he’s come up empty-handed! Now it’s the Nasty Boys’ turn to deal! Slab makes to pummel Beast, who maneuvers himself out of harm’s way, while Hairbag releases his deadly breath on Gambit, who holds his own breath. Watching these altercations, Ruckus hopes that his teammates will leave them more than just scraps! “Don’t count on it!” Gorgeous George tells him – Hairbag’s lethal breath is enough to kill both X-Men! As the fight progresses, Beast tells Gambit that Adam was in bad shape; they’ve got to get him away from Sinister. Easier said than done, Gambit snaps back. Right now, it appears Spider-Man is the boy’s only hope.

Spider-Man watches Sinister joining the brawl. That leaves Peter alone with Adam, and with Adam not paying attention to him, this is the last chance he gets to bust out of his manacles. He hopes Adam has weakened them enough for Peter to do it. He’s got to break free – if he can’t, Adam will be left to Sinister’s tender mercies… he’ll never have a shot at a normal, happy life! Struggling hard, with all his might, he finally breaks free, boasting “Yes! Let’s see your pal Mr. Sinister do that, kid!” Peter is very impressed with himself! “Whoaa… neat,” an equally impressed Adam exclaims. Spidey tells him to stay here and do not move. He then decides to join the dirty party already in progress!

Kicking Slab with his agile feet, Beast remarks that the Nasty Boys have a short memory. The last time they met, the X-Men mopped up a South Pacific jungle with their hides! Here’s how they did it! Slab retorts that Beast is living in the past – here and now is the only thing that counts, he claims as he punches Hank in the face.

Batting at Hairbag with his cane, Gambit admits that Slab’s spiteful remark about his furry friend’s condition surprised him – or hasn’t Hairbag looked himself in the mirror lately? Kind of like the kettle calling the pot black, no? Again bombarding Gambit with his breath, Hairbag quips that foreigners like Remy have their way with words, but how good are they going to be handling these pearly whites of his? Remy begins coughing, trying to put up with his opponent’s breath.

Gorgeous George complains to Mister Sinister that it isn’t fair his letting Slab and Hairbag have all the fun – sometimes he thinks he plays favorites around here! Just then, everybody is surprised to see Spider-Man jumping down from the ceiling and achieving a combo kick on both Hairbag and Slab’s heads. “Hi ho, Nasty Boys!” Peter ironically salutes them. With a name like that, they ought to give some thought to becoming a rap group, because as supervillains, they’re a bunch of total losers!

Sinister orders Gorgeous George and Ruckus to destroy Spider-Man. Ruckus announces that here’s a message for Spider-Man and unleashes his high-decibel echoes on him. Seeing Peter lay on the floor, disoriented, Ruckus urges Gorgeous George to finish him. Gorgeous George believes Ruckus must be reading his mind! “Choke on this, bugger!” he hisses, just as Spider-Man watches his tar-like body stretching like a rubber… and then completely envelops him. Sinister reminds George that he complained before for being held back from contributing to the battle – George can now show Sinister that he was wrong and kill Spider-Man! Ruckus encourages George to just snuff Spider-Man all the way out!

Wrapped up within Gorgeous George’s pliable body, Spider-Man finds it cozy! He can’t figure these guys; with such cool mutant powers, one would think they’d come up with something better than a fifth-rate Reed Richards! With that, Spider-Man easily tosses Gorgeous George’s malleable body off of himself.

A furious Sinister acknowledges they’ve done well against his underlings, but now they must deal with him, and as they shall soon see, he is the real thing! He tells his Nasty Boys to stand aside and witness why it is he is called Sinister! He’s going to give them all quite a show! Gorgeous George protests it’s not fair; he’s getting aced out of another shot at them!

That’s shameful, Gambit exclaims. He asks Spider-Man if he has ever heard such words of disrespect in his life! “Never!” Peter replies. It’s either really hard to find good help these days or the gene pool in this crowd is awfully shallow! Beast suggests that one should watch what they were saying about gene pools in this crowd! Mutants are kind of sensitive to cracks like that! Besides, isn’t this the customary juncture at which one of the heroes vociferates… Charge! Gambit admits that he likes the sound of that and prepares to attack! Spidey claims he likes, too, all the while being a bit bemused by Hank’s use of the word “vociferate!”

“Enough!” Sinister growls. Seeing the Nasty Boys and the three heroes engaging in a fight, he tells his henchmen that he tires of this and orders them to back off. He already has what he sought in the first place. Spider-Man asks Beast what the heck he’s talking about. Hank admits he’s as puzzled as Peter. Sinister explains that it was imperative for him to study this boy who so early in life had manifested such dazzling mutant abilities. The tests they saw him perform at Empire State University confirmed his initial beliefs, but it is the DNA samples he extracted from Adam that will provide him with the genetic material to create generations of unstoppable mutants – all under his absolute control! Now, if they’ll excuse them, they have more pressing matters to attend…

Ruckus suggests they should take the kid in case Sinister needs him again. Sinister assures him they can come back for him anytime – he wants to begin work on these samples immediately! Slab, meanwhile, notices that the webbing Spider-Man had released during the fight to shield the heroes from Hairbag’s breath is stopping them from coming after them!

Seeing the villains flee, Beast urges the others to come on before they get too far! Spider-Man believes they should let them go – they’ve got to go back and check on… “Adam?” Gambit finishes his phrase, as he watches in awe, together with the others. Adam is floating in the air, burning with uncontrollable pyrokinetic energy. Visibly suffering, Adam begs Gambit to help him… it hurts so much… Astounded, Peter realizes Adam’s burning like a supernova! “Oh, my stars and garters…” Hank exclaims. Remy remarks he hasn’t seen anything like this since Jean Grey’s Phoenix problems! Spidey suggests he skips the history lesson! Adam needs their help!

Suddenly, he comes up with an idea – although, he fears that if his brainstorm fails, this place is going to blow up like Mount Vesuvius! Shooting his web to the ceiling, close to Adam, he tells the mutants to wish him luck. Gambit tells him to be careful and reminds him Adam’s just a boy. Climbing on his web, Peter reaches Adam and asks him to listen to him. If Peter didn’t bring him to Connors’ lab, he’d be okay right now. He’s sorry – but how about Adam giving him another chance? He suggests Adam lets him try to make it up for him; try to help him.

He knows Adam thinks everybody hates him, just because he’s different. That’s what Sinister wanted him to believe, but it’s not true. It’s just that most people don’t understand someone who’s different, and it frightens them. But Peter understands. So do guys like the X-Men. They’re just like Adam. They know what it’s like to be different…

Peter thinks to himself not to push Adam too hard… one wrong move will mess up this kid for life. He tells Adam that their differences make them special. Spider-Man himself has been to places and met people he wouldn’t believe. He fought alongside the Fantastic Four and the Avengers in an intergalactic war; battled Doctor Doom, Venom and the Lizard all over the world! Pretty cool, huh – all because he’s different.

Adam bemoans he has no place to go. Spider-Man can’t tell if he’s getting through to the boy and decides to keep trying. He explains that being different has made him a better man. It’s given him the chance to help people – that’s his greatest power. For some crazy reason, guys like him and Adam were handed a special gift. They’ve got to respect it and use it right. “I… am…” Adam mumbles. Peter tells him he’s not alone; there are plenty of people like them.

Realizing Adam is calming down, Peter decides that now he’s got to convince him for good. He tells Adam that under his Spider-Man mask he’s just like him – a regular guy with a special gift. “Let me show you…” Spider-Man offers. He can’t believe he’s doing this, but it’s the only way to help Adam. Seeing Spider-Man about to take off his mask, a disbelieving Beast tells Gambit that his eyes deceive him – Spider-Man’s one of the biggest secret identity freaks in these parts!

As Peter begins to take off his mask, he assures Adam that under this foreboding mask of spandex lies the sweet, lovable visage of an everyday Joe! He warns Adam, though: not only he hasn’t shaved, but this thing gives him the worst hair days!

Struggling to speak, Adam finally firmly says “No!” and prevents Peter from removing his mask. He tells the perplexed Peter he doesn’t have to do that. Adam doesn’t care what he looks like. He knows by what Spider-Man said that he thinks like him… if they think the same, then Adam knows Spider-Man understands him. Adam doesn’t feel alone and angry anymore. Spidey tells him he’s very proud of him; he’s quite a special boy. Smiling, Gambit tells Beast that this ‘Spider-Homme’ is one special kind of superhero. Equally pleased, Hank believes that Remy will get no argument from himself on that observation.

Addressing the mutants, Spider-Man asks them the million dollar question: what happens to Adam? Gambit thinks the court will maybe decide that for them. Adam decides to save them the trouble. He announces he wants to go back to the orphanage. He belongs with the other kids. At a loss, Beast deduces that Adam either makes a joke or he’s forgotten those selfsame youth caused him grievous harm. They’ve displayed no understanding of him! Adam insists he has to make them understand then. He’s got to teach them that being different is no reason to hate or fear. He’ll be fine, he reassures them, and asks them not to worry.

Remy warns him it won’t be easy. Hank retorts that Adam will have them to help him over the rough spots. Shaking Spider-Man’s hand, Adam wonders if he’ll ever see him again. Peter assures him that wild horses couldn’t keep him away! Besides, he thinks to himself, he owes Adam one – he’d hate to think what would happen if the whole world knew he was Peter Parker! Waving goodbye to everyone as he goes, he tells the X-Men not to be strangers… he is in the phone book! “See ya ‘round, fellas!”

Characters Involved: 


Beast, Gambit (all X-Men)

Mister Sinister

Gorgeous George, Hairbag, Ruckus, Slab (all Nasty Boys)


Dr. Curt Connors

Empire State University students

Story Notes: 

This story continues from Adventures of the X-Men #3.

This series takes place outside the main Marvel continuity. It is set within the same continuity of the Spider-Man animated series (1994-1998) and X-Men animated series (1992-1997). This series chronologically follows the Spider-Man Adventures series, which were comic book adaptations of the animated series.

In this continuity, the Nasty Boys fought the X-Men before in X-Men Adventures: Season II #2, whereas the equivalent of Dark Phoenix Saga occurred in X-Men Adventures: Season III #10-13.

Errors: In page 20, panel 4, one of Gambit’s balloons should be attributed to Hairbag instead. Page 25, panel 1, Gorgeous George’s balloon should be Sinister’s.

Paul Prudhomme is an American celebrity chef who specializes in Cajun cuisine.

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