Iron Man (1st series) #214

Issue Date: 
January 1987
Story Title: 
Bring me Spider-Woman!

Danny Fingeroth (Writer), Tom Morgan (Artist), Rick Parker (Letterer), Bob Sharen (Colorist), Ralph Macchio (Managing Editor), Mark Gruenwald (Editor), Jim Shooter (Editor in Chief)

Brief Description: 

Valerie Cooper gives Iron Man an ultimatum regarding Spider Woman after she betrayed Freedom Force to break the Avengers out of the Vault. Val tells Iron Man that Spider Woman is in hiding, but that she thinks he has been in contact with her. Valerie asks Iron Man to give Spider Woman a message - that the consequences for her betrayal will be more severe if she is captured, but if she turns herself in, less so. Iron Man is unsure about what to do, but he realizes that the Avengers do owe Spider Woman a great debt. Word has got out that there is a reward for Spider Woman’s capture, so three goons - Chain, Grasp and Sonic - dubbed the “Seekers” make it their mission to bring Spider Woman in. Spider Woman meanwhile has been hiding out in her home town of Denver, and phones her daughter, Rachel, who wants to know when she is coming home. Julia’s ex- husband picks up the phone off Rachel and tells Julia that she is the worst mother in the world, when Julia has to go suddenly, as a nearby construction site is having a disaster - two large beams are falling towards the crowd below. Spider Woman manages to catch the beams before they hit the crowd, until she is confronted by the police, she then flees. After chatting with Hawkeye, Iron Man flies to Denver and after doing some investigating, manages to track Spider Woman from the residual psionic energies that her powers left behind. They discuss Spider Woman’s options, eventually deciding that Iron Man should grab Rachel, then she and Spider Woman can hide out. But after Iron Man leaves, the Seekers attack Spider Woman, who is glad when Iron Man suddenly returns. The battle is over shortly, and after taking Spider Woman to a safe place, Iron Man reveals to her that he came back not because he saw her being attacked, but because he thinks that her and Rachel going into hiding is the wrong decision, and suggests she turn herself into Val Cooper. After using Iron Man’s invisibility device to sneak into her ex-husband’s home and visit Rachel, Julia makes her final decision, and the next day, she visits Val. Valerie gives Julia a telling off, before informing her of her options - that she can work for her as a special undercover operative, and the world will still believe she is a fugitive, or she can walk out of her office and let Freedom Force bring her in, where she will get to spend the next twenty years in prison. Albeit reluctantly, because she is unhappy about still being a fugitive, Julia accepts Valerie’s first offer, and is introduced to her new “boss”, Mike Clemson. However, Mike has an agenda of his own, thinking to himself that he will now get his chance to destroy Spider Woman and get vengeance.

Full Summary: 

‘You heard me correctly, Avenger. I said it and meant it: BRING ME SPIDER WOMAN!’ shouts Dr. Valerie Cooper via the monitor at the Avengers West Coast’s Palos Verdes Compound. Iron Man, who is on monitor duty at this very moment, is rather perplexed as he watches this video transmission coming to him from Washington D.C. Iron Man asks the elegant Dr. Cooper what it is that the Avengers would have to do with Spider Woman, reminding Valerie that she is a member of her team of flunkies Freedom Force.

Valerie informs Iron Man that Spider Woman was a member of Freedom Force, until she forfeited that position when she helped bust the Avengers out of the Vault. Iron Man asks Val what her problems have to do with him, and reminds her that the Avengers were cleared of the charges laid against them - so Spider Woman didn’t do any real harm. ‘No real harm?’ asks Val, pointing out that Spider Woman broke discipline quite seriously, and asks Iron Man what would have happened had he gone rogue.

Valerie declares that it is not Spider Woman’s place to decide who should be incarcerated and who should not. ‘Fine,’ Iron Man mutters, before asking Valerie why she is bothering the Avengers. Valerie explains to Iron Man that they cannot find Spider Woman, and that she cannot help but think that Spider Woman would assume the Avengers would be grateful for her help in their escape, and possibly go to them for help or refuge. Valerie tells Iron Man that if he knows where Spider Woman is, then he has got to tell her, as she wants Spider Woman to pay for what she has done.

Iron Man slams his fist down on the computer console as he tells Cooper that if she honestly thinks he would go out of his way to help her after the way she tried to shaft the Avengers, then she can forget it. Iron Man warns himself not to shock the console, before wondering if Val thinks he will so easily forget how her Freedom Force goons popped up out of nowhere and attacked the Avengers both East and West teams. He realizes that they are officially government agents and on the other side of the law from when they were the Brotherhood of Evil Mutants - but he knows that not-so-deep down, they are still the same as ever - mean and vicious.

(Shown with flashback images)

Iron Man recalls how Freedom Force managed to capture the Avengers and wonders if Cooper think he can forget that - or forget how she and government agent Henry Gyrich then put the Avengers through the shame of a hearing and wouldn’t let them even face their mysterious accuser, before tossing them into the super security cells of the Vault. Iron Man thinks to himself that he and the other Avengers might have rotted there for as long as Val and Gyrich cared, though as the Avengers later learned, the very mysterious Spider Woman busted into the Vault and disrupted the devices that kept their cells locked.

Iron Man recalls that Spider Woman disappeared before the Avengers could find her, and once they had fully escaped they tracked down the ex-Avenger who had fabricated stories about the supposed crimes that the Avengers had committed - Quicksilver!


Iron Man doesn’t know why Spider Woman did what she did, but he doesn’t forget a favor - not one like that. He then asks Valerie that even if the Avengers did know where she was, why on earth would they tell her. Standing sternly in her office, Valerie remarks that apart from the fact that she represents the executive branch, it is in Spider Woman’s own interest for him to tell her anything he knows. Valerie remarks that Spider Woman has gone underground and that there is nowhere for her to come up. She reveals that she knows Spider Woman’s non-costumed identity and that she has all her old haunts as well as her friends’ and family’s homes under surveillance. ‘Her life must be a waking nightmare’.

Arms folded, Valerie tells Iron Man that if Spider-Woman comes forward of her own free will, then her punishment will not be as bad as it will if they have to track her down, though she adds that there will most certainly be punishment. ‘The rest of Freedom Force will have to be shown that there is a price for crossing me’. Valerie tells Iron Man that she knows Spider Woman isn’t dangerous, and reveals that her brief career before she joined Freedom Force was on the side of the law.

Valerie informs Iron Man that she isn’t sending anyone out to actively track Spider Woman yet, but that if she does, it will be her ex-teammates in Freedom Force, who are likely to be a little overzealous after what she did. Val firmly declares that she wants Spider Woman and exclaims that she has a feeling Spider Woman has been in touch with the Avengers. Val tells Iron Man that if he hears from Spider Woman, he is to tell her the information she has told him today - that she has a choice - she can come in voluntarily, as an act of good faith - or she can be dragged in.

Val points out that it will go better for Spider Woman if she chooses the former, and claims that she is capable of being fairly lenient. Turning from the monitor, Val boasts that one way or another, she will get Spider Woman, before informing Iron Man that there is a warrant out for Spider Woman’s arrest, and that he knows the type of hunter that sort of thing can bring out. With that, Val thanks Iron Man for his time, then abruptly turns her monitor off.

‘And good riddance!’ Iron Man thinks to himself, deciding that he dislikes Valerie, but that she did nevertheless make some valid points, and he knows that Cooper will make Spider Woman’s life miserable until she has her. Iron Man wonders if Spider Woman gives herself up all she will have to do is eat a king-size helping of crow, then she will be able to get on with her life - but that is if Val is telling the truth - a big if too, for Iron Man is still not sure how much of that Quicksilver scam Valerie was in on.

Iron Man decides that it is almost moot anyway, for Spider Woman hasn’t been in contact with the Avengers and he has no idea where to find her, or what he would advise her to do if he could find her. Iron Man does feel bad for her though. For whatever reason, Spider Woman saved the lives of all the Avengers - and now she is in trouble, not to mention with a bounty on her head. ‘Yeah, Val - you’re a real sweetheart’.

Elsewhere, in a hidden lab somewhere outside Denver, Colorado. Three men have donned armor, and the man in the blue whose alias is Chain, declares that the inspection of secondary weapons is complete, so it is time to commence inspection of primary weapons. Addressing the man in the gray armor as Grasp, he declares that he is first. Making his hand into a fist, Grasp replies that his electro-gauntlets are at max function. Chain holds up his weapon and announce that his power shackle is at max function. The man in the green armor, alias Sonic, tries out his sound canon and states that it is at max-function.

Sonic then declares that it looks like they are ready to move. Grasp exclaims that he can smell the reward money already. ‘Let’s go catch us some Spider Woman!’ he adds, before Chain boasts ‘Look out, world - here come the seekers!’

Meanwhile, in downtown Denver, a great city, which like all great cities, is always being torn down and rebuilt. And, in the midst of it all - the eternal human drama. ‘I’m sorry, honey…I can’t come home. Not yet’ exclaims Julia Carpenter via a payphone to her daughter. Dressed in a large coat and wearing a hat, Julia tells her daughter that of course she still loves her, before asking her how she did on her arithmetic quiz. ‘A ninety-six? Oh, that’s wonderful!’ Julia exclaims, beginning to cry.

From her living room telephone, young Rachel Carpenter asks her mother if she is okay. Julia wipes away her tears, before replying that of course she is, but she has some very important personal things to attend to. Rachel begins to cry, sobbing that she wants to see her mother so bad, before asking her if she can come home today. Julia replies that she can’t, before telling Rachel that she must believe her when she says that she truly loves her.

Suddenly, ‘Give me that!’ exclaims Larry Carpenter as he snatches the phone from his daughter, before angrily shouting down the receiver ‘Listen, Julia! It’s bad enough that you often disappear for days without no explanation when you’re supposed to be the one with custody of Rachel! But now you’ve been gone for weeks and even when you do call, you just get her more and more upset!’ Larry remarks that he doesn’t know where his ex-wife goes, or what she gets up to when she runs off, but that it is more than any kid should have to endure. Larry admits that he may not have been the world’s greatest father, but tells Julia that as a mother, she is awful.

Larry then reveals that he is starting proceedings to have custody of Rachel transferred to him, to which Julia tells him he can’t, and that he just has to give her a little more time. Julia glances out of the phone booth, and suddenly tells Larry that she has to go. Civilians nearby are all pointing up to one of the construction sites, ‘Good Lord!’ ‘Up there!’ Someone exclaims that the crane cables broke and the girders are going to hit the crowd below. Julia drops the phone, as Larry shouts at her, ‘Julia! Julia!’, before she leaps from the ground high up into the air, her hat and shoes falling off.

Just in the nick of time, Julia grabs the large beams, as someone on the ground points at her and shouts ‘Look! The She-Hulk!’ someone else remarks ‘No, this one’s not green! I recognize that flowing orange hair - it’s Spider Woman!’ One of the construction workers exclaims that not only is Spider Woman strong, but she can stick to stuff too. Dropping to the ground with the two beams, someone in the crowd remarks that Spider Woman saved their lives, before someone asks if she isn’t wanted by the feds. ‘I thought she was a fed?’ someone else asks.

After putting the beams down, Julia rushes down an alleyway as someone calls out to her, declaring that they want to thank her - but Julia is only interested in getting away from here, and fast, for she thinks that even well-meaning attention could get her in trouble. But as she rounds a corner, four police officers are waiting for her. ‘There she is! Get her!’ they shout. ‘NO!’ cries Julia as she creates a psionic web, stretching it across the alleyway, even though it is a strain on her weaving it so quickly.

The four police officers become trapped in it, as one of them remarks that he has never seen anything like it, adding that he cannot even stretch it. Another remarks that Spider Woman is just like a spider, and asks his colleagues if they think she is ‘One of those blamed mutants?’ Another of the officers declares that whatever she is, he bets that she isn’t bullet-proof, and begins firing at her. Along the alley, Julia dodges the bullets, before wondering what she is running for - as there is nowhere for her to go!

Back at the phone booth, a man slinks into it. Every city knows his type. Wherever hot news - valuable news - happens…somehow, he is there. ‘Julia! Julia - what’s going on? Where did you go? Julia come back to the phone -’ exclaims Larry, when the receiver is hung back up by the mysterious man. He has seen all that has just transpired, and although he trades his information for money, he is not a reporter. He is something else indeed. ‘Chain? This is scratch’ he declares after dialing a number’.

At the West Coast Avengers’ Compound, half an hour later, Iron Man receives the same news through more conventional channels. ‘Hmmm. According to this newsfeed, Spider Woman has turned up in Denver!’ he thinks to himself, before wondering if perhaps the Avengers should find her and try to help her, for he bets she could use a friend. At that moment, Clint Barton a.k.a. the Avenger’s Hawkeye, leader of the West Coast branch enters the room, and after greeting Iron Man exclaims that it is his turn at the board now, before remarking that Iron Man looks like he is doing some serious thinking, and asks him what is up.

After Iron Man fills his friend in on recent events, he explains that what he would like to do, as an official representative of the Avengers, is go and find Spider Woman and see if they can help her. Clint replies that it is okay by him, before asking Iron Man how he is going to help her - ‘Tell her to turn herself in?’ Clint asks. Iron Man replies that he isn’t sure yet, and asks Clint what he thinks. The handsome archer replies that he will trust Iron Man on this one, suggesting he finds Spider Woman and play the situation as it seems right, but at the very least, he should try to help her out of any huge immediate problems. Clint points out that they owe Spider Woman - big time - for if it wasn’t for her, all the Avengers might still be cooling their heels in the Vault.

By jet plane, the trip from Los Angeles to Denver takes an hour - not counting the trip to the airport. But for Tony Stark, it takes only six minutes - and 10.44 seconds, for when your secret identity is Iron Man, you don’t even need a private plane. Iron Man drops down at the construction site where Spider Woman was seen, and a construction worker exclaims that between Iron Man and “the Spider-dame” there has been more action today than this town has seen in years.

Shortly, after Iron Man has spoken with some of the construction workers, one of the workers motions to the alleyway which she ran down, and made some kind of “web thing” that the cops couldn’t get through. The construction worker adds that Spider Woman looks dangerous, and tells Iron Man that he hopes he catches her soon. ‘Uh…right’ Iron Man replies. ‘Wow! Look at his armor gleam!’ another construction worker exclaims, amazed at Iron Man, while another construction worker thinks to himself ‘Clamed super-bums. Why don’t they just stay in New York?’

Soon, in the alleyway, Iron Man remembers Spider Woman’s energy web from when the Avengers battled Freedom Force, and the web disappears when she stops concentrating on it. Iron Man detects some residual traces of the psionic energy in the air, hoping that his armor’s computers will be able to identify the imprint and use it to lead him to her. However, Iron Man realizes that the most important question is whether or not that residual energy will be able to lead anyone else to Spider Woman as well.

Meanwhile, at the foothills of the Rocky Mountains, twenty miles outside Denver. The cheerful idyllic setting is an all-too-tragic contrast to the sorrow that threatens to overwhelm Julia “Spider Woman” Carpenter. Now dressed in her bluish-black and white costume, Julia decides that it seems safe here, and supposes she can stop running for a while and think things through. She wonders what will happen if she never sees Rachel again - what if she never sees anyone again? Suddenly, Julia detects the sound of a wind above her, but doesn’t feel any breeze, so she suspects that someone - or something - is above her, though she cannot see them.

Ripping a medium sized tree from the ground, Spider Woman shouts ‘Stay back, whoever you are!’ and informs them that she is going to keep swinging this tree back and forth until she hears a clunk, so they should stay back. Suddenly, where there had been clear sky, Iron Man comes into view. ‘Easy, lady. I’m a friend!’ Iron Man exclaims, surprising Julia. Iron Man tells Julia to relax, and points out that if he wanted to harm her, that tree wouldn’t be much defense.

Julia sets the tree down on the ground as Iron Man reminds Spider Woman that the Avengers owe her a great debt, and assures her that the Avengers do not betray their friends. Spider Woman asks Iron Man how he found her, to which Tony informs Julia that her webs give off energy, so he traced the residue, before assuring her that no one else knows that trick. Iron Man then informs Spider Woman that he has come to relay a message from Valerie Cooper, informing Julia that Val says if she turns herself in, a deal could be made - things could be all right. ‘And you believed her?’ Spider Woman asks, turning away from Iron Man.

The two then sit down on a bank by a small river, and Iron Man points out that he is just bringing the message, and beyond that, his only concern is that she is okay. Spider Woman replies that she doesn’t even know what “okay” is anymore, for it has been so long since her life has been anything approaching normal. ‘If there’s anything the Avengers can do to help…’ begins Tony, to which Julia asks him if he can make her life like it was before she got these powers. ‘Can you erase all the bad moves and wrong choices?’

Taking a photograph of her daughter out of her jacket pocket, Julia asks Tony if he can get her back with her daughter Rachel. Tony remarks that Rachel is a sweet kid, and adds that her father is nice looking too. Crying, Julia informs Iron Man that it is her ex, but that is another story, before remarking that she cannot hear any promises about the strings Iron Man can pull with his pals in the government. Tony replies that any strings which the Avengers had are badly frayed these days.

Head in her hands, Spider Woman replies that she knows, before assuring Tony that she doesn’t regret what she did, as she was glad to free the Avengers from the Vault. ‘But what happens to me now? What happens to my Rachel?’ Tony puts an armored hand on Julia’s shoulder while thinking to himself that it is tough enough to be in this business at all even without having a child to think about.

Spider Woman exclaims that she has no one to blame but herself, for she should have known better than to join up with Freedom Force in the first place - after all, why would the government want to employ ex-criminals - except for semi-underhanded assignments? Julia explains that the money was so good, and it seemed like she would have some security. ‘Some adventure…hah!’ Iron Man once more tells Spider Woman to take it easy, and explains to her that the Avengers were cleared. He adds that they do have some friends left in the system and suggests she should take a chance and trust Doctor Cooper on this one.

Tony assures Julia that the Avengers will be watching to make sure she is not sabotaged. He adds that it seems to him that the time has come for her to choose. ‘Stand tall and clear your name…or life as a fugitive’. ‘You have a choice too, “friend”. You can stand here and spout clichés all day - or you could help me get my daughter and then disappear the two of us somewhere!’ Spider Woman exclaims. Julia suggests to Iron Man that he could bust in, or sneak in - or even get legal documents.

Tony wonders to himself if Spider Woman is right - for he cannot assume that Cooper’s intentions are good. What would happen if Val betrayed Spider Woman? Would Hawkeye be willing to risk the West Coast Avenger’s status to break Spider Woman out of prison? He decides that he needs to call a meeting of the Avengers to deliberate over what they should do, but he knows that most of the West and East Coast teams are away at the moment - and Spider Woman does not have time to wait around.

Iron Man tells Spider Woman that she has convinced him. He points out that this is the real world they are living in, and asks her where he can find her daughter, so he will check it out and try to find the best solution. Minutes later, Iron Man, once more in invisible mode, zooms off, telling Julia as he goes that they will meet back here in two hours. ‘Fine. And…thanks’ Julia calls after him.

A few minutes later, Julia walks underneath the bridge nearby, thinking to herself that Iron Man is a good man - so perhaps there are still some decent people left in the world. Suddenly, ‘There she is! We tracked those traces of her web just to the right spot!’ exclaims someone, before telling Spider Woman to ‘Hold that pose, sister!’ Chain, Sonic and Grasp fly down and land in front of Julia, with Sonic asking her if she wants to come along without a hassle. ‘Or are you gonna make us work up a sweat?’ Grasp asks.

‘Stuff it, clowns!’ Julia exclaims as she turns and runs, her mind racing to devise a strategy - but it is no use, as Grasp tosses his shock-net at her, which only grazes her thanks to Julia’s enhanced reflexes and agility. The net lands in some shrubbery, and Grasp points out that the brush is now on fire. Spider Woman leaps at Grasp and tells him to just keep looking at the flames, as it makes him a great target. Grasp is knocked off balance, before extending his hand to grab Julia by her right ankle. ‘But can you hold me?’ she asks him as she thrusts her leg to pull his glove off - but the glove stays attached to her.

As Julia lands on the ground, Grasp explains that he doesn’t have to hold onto her, as his electro-gauntlets will do it for him. Julia feels the gauntlet begin to constrict her more tightly - the pain is unbelievable. Chain readies his large chain and points out that Grasp is winded, before telling Sonic to be ready for Spider Woman if she tries anything while he chains her up. Sonic exclaims that he hopes she does try something, as he would be happy to - suddenly, his attention is moved to something in the air, and exclaims that there is maximum blaster fire at 12 o’clock high. Sonic and Chain begin firing into the air, but they cannot see anything, but Chain points out that there blasts are certainly bouncing off something - something their suits’ sensors are picking up.

Iron Man suddenly reveals himself - ‘If you can tell I’m here, then I may as well give you punks the whole picture!’ he exclaims. Sonic remarks that they thought they had seen the last of Iron Man when they ditched the A.I.M. and went freelance. Iron Man tells his foes that if they want Spider Woman, then they are going to have to go through him first. Sonic declares that it sounds good to him, and flies up to Iron Man, who blasts them with pulse-bolts, though as he quickly discovers, both Chain and Sonic are quick enough to dodge them.

Sonic reminds Chain that they are not here for fun and tells him they need to finish Iron Man quickly. Chain asks why, remaking that Spider Woman isn’t going anywhere with Grasp’s glove on her leg, but at that moment, Julia manages to pry the gauntlet off of her, pushing past the pain to do so. Julia gets to her feet, thankful that Chain and Sonic haven’t noticed that she is free, but she knows that she is too weak at the moment to help Iron Man herself.

Grasp puts his spare gauntlet on and joins Sonic and Chain in forming a cluster around Iron Man, cornering him. ‘Just beg for mercy, Iron Man! You can’t take all three of us!’ Iron Man replies that these odds make him feel like he is playing against the house on the Riviera, before remarking that he has beaten the odds there, and that he will do the same here. With that, he blasts the ground around him, causing it to cave in under the feet of his three foes, trapping them in the earth, before he starts to go over to Spider Woman, telling her to hold on.

Suddenly, Grasp, followed by Sonic and Chain, burst through the ground, ‘I’ll hold on - as only Grasp can!’ the gray-armored villain exclaims, before asking Iron Man if he didn’t really think that dirt bath would slow them down, did he? ‘Maybe this will!’ Iron Man shouts as he kicks Grasp to the ground. Sonic remarks that this is the second time his teammate has got stung, and boasts that it is up to him now to get the job done. With that, he uses his sound canon on Iron Man, and the sound begins to overwhelm him.

Iron Man lands on the ground with a thud, and Sonic remarks that they know all about him, so they know that the blast won’t keep him down for long, but he hopes that his next plan will. Sonic then removes his back-unit, which transforms itself into a mechanical “crab” which leeches the life out of everything in its path as it makes its way towards Iron Man, who is getting to his feet. The “crab” leaps up at Iron Man, clamping itself to his chest, eager to end the armored Avengers life. Iron Man screams - he has never seen or felt anything like this - he thinks it really is killing him.

Nearby, Chain flies after Spider Woman, reminding her that her “flee-for-the-hills” routine didn’t work before, so it is not going to work now. ‘Okay? How about this?’ Julia asks as she spins around and grabs Chain, pulling him to the ground, where he is startled, which enables her to pull off his helmet then knock him unconscious. One down.

Sonic reveals to Iron Man that they have got grudges with him to settle from their A.I.M. days, so killing him is an unexpected extra for them - and all in nice, legal “self-defense”. Iron Man is busy channeling his pulse bolts so he can focus them until they reach disintegration intensity. Eventually, it works, and Sonic witnesses his “crab” be vaporized. Iron Man warns Sonic that it could happen to him also, but decides to go easy on him and just give him a blast of his concussion beam, ‘Saves wear and tear on the old repulsors!’ Iron Man remarks as he blasts Sonic. Two down.

As Sonic’s armor begins to disappear, Iron Man tells him that he hopes it is insured, before informing him that Grasp is trying for his own disappearing act. Grasp exclaims that both of his teammates are beaten, so he has to escape, while Iron Man realizes where he has got to maneuver the last of the clowns. Flying above and behind the frantic Grasp, Iron Man forces him to flee in a specific direction - right into Spider Woman’s psi-web. ‘Here’s the last one!’ Iron Man informs Julia, before asking Grasp how he would like a gentle pulse-bolt massage, as it can really get you going in the morning!

Trapped in the psi-web Grasp pleads with Iron Man to stay back. ‘I give up!’ he exclaims. Iron Man orders him to thrown down his armor, which he does so. ‘And get out of my sight!’ exclaims Spider Woman, kicking Grasp as he begins to run away. ‘Give him one for me, friend!’ Iron Man tells Julia.

A couple of hours later, and a hundred miles away, in an abandoned hunting shack. As Spider Woman eats some much needed food, Iron Man remarks that it is too bad they had to let those three clowns go, but points out that getting Julia out of there was more important. Tony adds that he hopes she likes the food, as it was the best he could do in this kitchen. ‘Trout almandine? Yeah, I think I can survive on it’ Julia jokes, adding that she hasn’t had much time to do any cooking lately. Julia then remarks that she cannot get over how Iron Man dove into the brook and grabbed the fish. Tony jokes that his armor has all sorts of uses.

Julia then asks Iron Man came back to begin with - did he see them coming for her? Tony replies that, unfortunately, it is not the case, and reveals that he came back because he had second thoughts about what they had decided. He explains that on a gut level, it seemed like the right thing - but when he left, he realized what was wrong about it. He points out that although Julia would have gotten her daughter, he would just be condemning the two of them to a fugitive life.

Iron Man remarks to Julia that the fact that the Seekers showed up makes him see that his second thoughts were right - and points out that they will not be the last of the bounty hunters. He tells Julia that turning herself in may not be the thing she wants to do, but it is really the only thing she can do. Julia tells Iron Man that she sees his point, but still doesn’t know what to do, to which Tony tells her that he has a plan which may help her decide.

Darkness comes to the Denver suburbs, but the attention, both human and electronic, focused on Julia’s ex-husbands apartment is undiminished. While on a nearby hill, Iron Man tells Spider Woman that she is all set, assuring her that the device is all snug on her back. Tony explains to her that it works on the same principles of his armor’s invisibility mode - just switch it on, and no man or machine will be able to spot you! With that, Tony wishes Spider Woman luck, and now invisible, Julia enters her ex-husband’s apartment.

Julia climbs in through Rachel’s window, and seeing her daughter sleeping, Julia thinks that if she wanted to, she could just grab Rachel and she too would be undetectable as they left. Julia notices that her daughter is sleeping restlessly, compared to how she used to sleep - like a peaceful little lamb. ‘Oh Rachel…Rachel…what should I do?’ Spider Woman wonders. Getting closer to her daughter, Julia gets a fright as Rachel suddenly screams ‘Mommy!’

Julia wonders if Rachel knows she is here - but how? Tears begin to fall from under Julia’s mask as she realizes Rachel is just dreaming, talking in her sleep - although she wonders if perhaps her daughter can sense her, even with Iron Man’s machine on. ‘Easy, Rachel, honey. Everything’s going to be all right’ Julia thinks to herself, as a sleeping Rachel mumbles ‘Mommy…I miss you, Mommy…why’d you leave me?’

Julia’s hand moves over to her daughter’s face, longing to hold her - but the fugitive will not allow the mother to do it. For long minutes, the wanted, hunted Spider Woman stands and watches her daughter - watches and ponders. Julia thinks that Rachel seems more peaceful now, and begins to make her way out of the window, telling herself that she has no right to take Rachel, she can see that now - Iron Man is right. ‘I can’t bring her back into my life until I get my life in order. Goodbye Rachel, I love you’.

Moments later, Julia is rushing back towards Iron Man, turning off the invisibility device, she hugs her newfound friend.

Fifteen hours later in Washington D.C. ‘You blew it, honey. Totally!’ Valerie Cooper tells Spider Woman. ‘Almost totally’ she corrects herself, before revealing to Julia that she still sees some potential in her, so she is willing to give her another chance. Julia tells Valerie that she cannot work with Freedom Force anymore, to which Val tells her not to worry her pretty little head about it, as no one in Freedom Force trusts her anymore. ‘And I don’t blame them,’ Val adds, before revealing to Spider Woman that she has plans for her.

Valerie explains that to the world, Spider Woman will still be seen as a fugitive, while she will really be working for Val herself as a special undercover operative. ‘That’s your idea of a deal?’ asks Julia. ‘It sounds to me like a guaranteed disaster!’ Julia explains to Valerie that she needs to make her life simpler, but this just tangles things up even more. Val tells Julia that if she prefers, she can try and leave now - and that if she makes it through security, she can go back out on the run - and be hunted down by Freedom Force. ‘Then if they don’t turn you into puree…all you’d have to do would be fifteen or twenty years in the Vault’.

‘Are those my options?’ Spider Woman asks the elegantly dressed Doctor Cooper. ‘In a nutshell,’ Val replies. With a pause, Julia tells Cooper that she will take her deal. Val hits a button on her telephone, and tells Julia that if she does as she is told, then things should work out fine for both herself and her daughter, adding that this could end up as a pleasantly short-term thing. ‘How short?’ asks Julia, to which Val replies that they will have to wait and see, as this whole arrangement must be secret, and no one must know - including the Avengers.

A large man enters Cooper’s office, and shakes Spider Woman’s hand as Valerie introduces them. ‘Mike Clemson, meet Spider Woman. Spider Woman, Clem’. Val explains to Julia that she will not be in direct contact with her during her new “career”, and that she will get all her orders from Mike. ‘It’s a pleasure’ Mike smiles, while thinking to himself that it is going to be even more of a pleasure to destroy Spider Woman - so that after all this time, vengeance will be achieved!’

Characters Involved: 

Iron Man


Spider Woman II

Dr. Valerie Cooper

Larry Carpenter

Rachel Carpenter

Mike Clemson

Chain, Grasp, Sonic (all the Seekers)



Police Officers

Construction Workers

Surveillance officers

In Illustrative Image:

Avalanche, Blob, Mystique, Pyro, Spiral (all Freedom Force)

In Flashback Images:

Spider Woman II

Black Knight IV, Captain America, Captain Marvel II, Hawkeye, Hercules, Iron Man, Mockingbird, Thor, Tigra, Wasp, Wonder Man (all Avengers / West Coast Avengers)
Quicksilver (former Avenger)

Avalanche, Blob, Pyro, Spiral (all Freedom Force)

Henry Gyrich

The Vault Guards

Story Notes: 

Julia Carpenter, the second Spider-Woman, first appeared in Marvel Super Heroes Secret Wars #7, before being placed as a member of Val Cooper’s Freedom Force team, alongside a group of “reformed” villains. Never evil, Julia betrayed her team after they incarcerated both teams of Avengers by freeing them. [Avengers (1st series) Annual #15]

Despite Valerie’s harsh attitude towards Julia this issue, they are / were sort-of friends once upon a time as revealed in Spider Woman II’s origin issue Avengers West Coast (2nd series) #84. Valerie is also, in part, responsible for Julia becoming the second Spider Woman.

First appearance of both Rachel Carpenter and Larry Carpenter. Rachel will later go on to become a supporting cast member of both Avengers West coast (2nd series) and Force Works. Julia’s ex-husband meets his demise in Avengers West Coast (2nd series) #86.

First appearance of Chain, Grasp and Sonic (The Seekers). They will later go on to appear in Fantastic Four (1st series) #342 and Amazing Spider-Man (1st series) #355 and #358. Sonic appears solo in Darkhawk #36-37. Though they mention that they have meet Iron Man before when they were working for the A.I.M., presumably that was in civilian identities which have not been revealed.

Spider Woman next appears working for Mike Clemson in Peter Parker the Spectacular Spider-Man #125-126, before showing up in Avengers West Coast #70, where she works alongside the West Coast Avengers before joining the team. Her origin issue [Avengers West Coast (2nd series) #84] has numerous flashback panels, including a brief one that details more events that take place between this issue and her next appearance in Peter Parker the Spectacular Spider-Man #125-126.

At the end of this issue, it is mentioned that Spider Woman’s story is going to continue in her own limited series, however that limited series was never released, and her story continued in Peter Parker Spectacular Spider-Man (1st series) #125-126. Julia did receive her own 4 issue mini series, but that was not for quite some time later.

Issue Information: 
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