Spider-Man and X-Factor: Shadowgames #1

Issue Date: 
May 1994
Story Title: 
Shadow Games – part one

Kurt Busiek (writer), Pat Broderick (penciler), Bruce Patterson (inker), Tom Smith (colorist), Joe Rosen (letterer), Danny Fingeroth (editor), Tom DeFalco (editor-in-chief)

Brief Description: 

Peter Parker visits a group of boys Flash Thompson is coaching, but finds his friend gone, as he saw Spider-Man outside and figured he’d be cooler to show the kids than Peter. Following him, Peter gets embroiled in a battle with a strange group of super-beings called Shadowforce, who are intent on kidnapping him. Spidey can’t fight back properly, as Flash and the kids are nearby, and becomes annoyed at Flash, a fact picked up by Shadowforce member Mirrorsahde. Spidey is eventually captured and Flash, who witnessed this, tells the Daily Bugle and shows them pictures, then tries to call super-teams for help, but none give him the time of the day. Finally, he calls X-Factor, claiming Spider-Man’s attackers were mutants. X-Factor gets involved and they learn that the members of Shadowforce appear to be criminals who are doing time at the moment. Elsewhere, Spider-Man wakes up in a strange lab and manages to escape his shackles. Hacking into the computer, he learns that Project Homegrown tries to create super-beings and uses existing super-beings to figure out the process. That moment, Spider-Man notices Mirrorshade slipping free, still fixated on Flash Thompson. Before he can follow him, Strong Guy of X-Factor joins him, telling him X-Factor is there to save him. Soon X-Factor and Spider-Man are joined in battle with Shadowforce.

Full Summary: 

Spider-Man is in trouble and he doesn’t even know why. He swings for his life while being shot at. Is that any way to say hello? he protests. After all, they haven’t even been properly introduced. The armored goons he is fighting, one giant, the other a flying woman find he moves too fast.

The man tells the woman, Airborne, to back off and let him take him. Another third goon, carried by the giant Oversize, orders them to let him – Ambush – go up against Spider-Man. Let’s see him try that twisting and dodging against him.

Let me at him! No, me, me! Spider-Man mimics them. Whatever happened to Ahah, I will kill you for you stand in the way of my plan for global domination. “Give me a clue,” he asks them. Did he spit in their coffee or what?

Another man with a crewcut but with the same dark green, metallic uniform rises on an energy platform and tells him he doesn’t nee to know. He orders Airborne to a holding pattern and two others, Firefight and Mirrorshade, to get back here. They found him.

Calling him Hardtime, the feral Ambush tells him to forget those two. She has him. She lunges at Spider-Man, but he swings aside.

He realizes Hardtime is the leader and it would make most sense to take him out first. However, as he attacks the platform becomes a protective field, as Hardtime solidifies the air in front of Spidey too fast for even his spider-sense to warn him. He slips off, still not having a clue what is gong on. He was running late…


He had to book across Manhattan as Spidey to make his appointment at the boys club Flash Thompson works with. He was supposed to give a talk on what it’s like to be professional photographer but, when he got there, the boys were alone, no sign of Flash.

The boys explain Flash saw Spider-Man swing by outside the window. He said he was gonna get him to talk to them, said he’d be much cooler than Peter.

Peter thinks to himself it’s irresponsible of Flash to leave a classroom of kids unattended, even if he is Spidey’s biggest fan.

Just in case Flash doesn’t find old Spidey, he tells the kids, let him tell them a little about what he does. This is his camera…

Flash comes running back in; Spidey must have swung away while was on the stairs, he explains. Nice of him to drop by, Peter tells him coldly. After the talk he wants to talk to Flash about abandoning the kids like that, but then one of the kids exclaims about what he sees on the rooftop, namely the group of super-powered beings in dark green costumes.

Hardback tells the others Spider-Man was spotted in this area and orders them to fan out and search for him. Maintain a low profile for now. Headquarters wants to maintain deniability. Ambush scoffs at this. They should just rip out people’s throats until they give him out. That’d get the job done…


Peter told Flash he needed to get new photos and bolted. If he didn’t show up as Spidey, innocent people might have been hurt. But why are they looking for him?

Spidey’s attention is diverted when he sees Flash and the kids standing down on the street, taking pictures. Calling Flash a moron, he orders him to get the kids out of here. This is a warzone!

Oblivious to the danger, Flash proudly reminds the kids he told them he knew Spidey. Then he calls out a warning, but too late, as the giant Oversize snags Spider-Man’s line.

Hardcase calls Shadowbase, announcing they have been observed by a civilian with a camera. His mysterious master acknowledges the message and promise to deal with it. Hardtime is to stay focused on the present objective.

Still dodging his attacker, Spidey wonders why this happens to him. Other superheroes, their “best pal” would get the police or something. But not Flash.

Another member of the group fires guns at him. Spider-Man has to keep drawing their fire, keep their attention focused upward to keep the kids from getting hurt. If he doesn’t live through this, he’s gonna kill that Flash Thompson!

Suddenly, his Spider-sense tingles as opposite him there is a bizarre lookalike of him hissing “Spider-senses” followed by kill that Flash Thompson. Whichever way Spidey dodges, he blocks him out exactly. Like a reflection.

Airborne announces that Mirrorshade has locked in on him and fires tranquilizer darts at Spider-Man. He falls. The mystery fighters take their prisoner and leave.

Soon in the offices of the Daily Bugle Flash Thompson tries to convince Editor-in-chief Robbie Robertson that Spider-Man has been kidnapped by costumed maniacs. It’s all on the film. Robbie promises to have the film developed and see what’s on it. But until then he can’t do any more than that.

And if Spidey gets killed in the meantime he guesses that’s just to bad, Flash scoffs. Inwardly he swears. The cops didn’t believe him and, by the time the Bugle does something, it’ll be a story for the obituary column. He can’t give up, he’s got to find a way to help!

He asks a receptionist if Peter Parker has been here, hoping he can help. The woman explains that he was supposed to drop by to pick up a check this afternoon. But she hasn’t seen him all day. That’s Pete, Flash figures, he’s been flaky since high school.

Pouring on the charm, he asks if he could use the phone and a phone book. Told he may, he tries the Avengers and the Fantastic Four, but neither of them are in town. His last try is X-Factor. He tells their receptionist that he knows they are Washington based, he witnessed a criminal act and… What, were they mutants? Flash immediately latches onto the suggestion. Yes, as far as he’s concerned the people who took Spider-Man are mutants and if they are not X-Factor can blasted well come to New York and find out!

And so soon Havok’s team examines the site where everything happened, finding it hard to question witnesses, but finding out that the mystery criminals used non lethal stun charges. Wolfsbane announces she’s found several scents – sweat and adrenaline – but there’s something about them that isn’t right.

Strong Guy remarks he doesn’t even know what they are doing here. They are supposed to beat up on bad guys, not finding them. Finding them is someone else’s job. For all the grumbling he does, you’d think he’s making minimal wage, Havok retorts. This is a job, not a hobby. Let’s see some hustle out here!

Wolfsbane finds hair follicles from different people, but all with the same weird scent. She tries to describe it further. It’s like they are all from the same family but, at the same time, like they are not human.

Polaris lands and adds that some of them have more than human strength. A lot of metal twisted and shattered and some of it may have fingerprints.

They get the evidence under the scanner and pipe the info back to their government liaison Forge. Soon they have positive ID on six people, but… they are all in jail, according to the National Crime Database. And not the same prison either. They’re supposedly scattered across the country. One of them’s even in Leavenworth. And if one of these guys has broken out, the database should have been updated immediately. Curiouser and curiouser, Havok muses.

Evening at the Daily Bugle. Robbie Robertson shows J. Jonah Jameson the pics. Ordinarily, he’d put these photos on the front page, Jameson remarks. “Spider-Man in brawl with…” Exactly. With whom? Robbie asks. All they have is the pictures. They’ve got no facts to go with them. Maybe they should run them with a query – encourage witnesses to come forward, Jonah suggests.

Two men in sunglasses enter unannounced. Angrily, Jameson informs them he’s in a meeting. If they have business with him, reception should have buzzed in. They told them not to, comes the reply. On what authority? he asks. Federal authority, comes the reply. They are here to pick up some photos Jameson received is afternoon. National security matter.

Robbie protests that these photos aren’t federal documents. They are the private property of a U.S. citizen. One of the agents warns them they don’t want to run those photos. There’s no story there anyway.

Jameson puffs cigar smoke into his face. He can take this back to Washington with him: There may not have been a story before they walked in here and started with the threats, but there sure as blazes is one now!

Elsewhere: Spider-Man begins to awake, hearing voices. Should they take his mask off? one asks. Orders say no, another replies. Sharpe’s not interested in who they really are – just in the bio-data. It won’t hurt anything and don’t they wan to know? the first one insists. A photo ought to be worth plenty to the right buyer. He can’t get it off without unlocking the neck restraint. Don’t worry, the other replies. He’ll be out for hours yet. Undo it! Okay, here goes… one of the men in protective suits unclasps the restraint.

That moment, Spider-Man finds his head finally cleared and headbutts the man. Sorry, he tells them, as he tears off the restraints holding his arms, but whatever happy-juice they pumped him full of, it doesn’t work so good on them friendly neighborhood Spider-Men.

One of the guards gives the order to hit the alarm and seal the room! Bad idea, Spidey remarks as he somersaults and lands in front of them. They definitely don’t want to be locked in here with him! He hits them.

With the men taken out, he looks for and finds his web-shooters and cartridge locked in a cabinet. He crawls out of the lab on the ceiling, through the rest of the complex. He wonders who this “Sharpe” is. He stops, peering down another lab, where he finds Hardtime and his friends lying zonked out on hospital beds.

A scientist informs a military man that Shadowforce are responding well to sleep suggestion programming. They won’t give them any trouble. The other man remarks he doesn’t like the reading on Mirrorshade. They are within parameters, but…

Others discuss different ways of gaining super powers, e.g. cosmic rays. What the heck is going on here? Spidey wonders. He takes over the terminal where one of the men he took out before is already logged in. He tiptoes through the system and sees what he can find.


Havok asks Forge who’s been working on their case whether there is any news. Forge is trying to find out about the prisoners’ whereabouts but hits a wall. Forge tells Havok the other person hung up on him but he kept him on long enough to hack his system and get an address.

Back in the mystery lab, Spidey is disgusted. He can’t believe they could be so callous. No, come to think of it, maybe he can. It’s a military research operation – Project: Homegrown. They are trying to create designer superheroes, using fragmentary data and incomplete records from Cap’s supersoldier serum, the Fantastic Four’s spaceflight, the gamma bomb explosion that created the Hulk and more.

Looks like the man is Gen. Macauley Sharpe. He remembers a Bugle piece on him. Tough , forceful… but he’s gone way past the limits of his assignment here. Looks like he managed to keep it quiet, but instead of just amassing and analyzing data he‘s been experimenting on convicted criminals. They haven’t created a stable process, but they’ve cooked up a harness that temporarily alters the wearer’s bio-chemistry, granting induced superpowers. Still, the Shadow Force was only meant to be test subjects, never field agents. But Sharpe’s not happy with the speed of the results, he’s got the Shadowforce doped up and brainwashed so he can send them out to kidnap super-types, anyone but known mutants – who are born with their powers – or people like Iron Man with mechanical powers, so they can be scanned and studied to help stabilize the Shadowforce process. And they started with him. What a… huh?

He suddenly notices Mirroshade getting up, muttering Kill that Flash Thompson… Spider-Man realizes that Mirroshade somehow picked up his transient irritation with Flash and turned it into murderous rage. And since Spidey knocked out the guards, Mirrorshade seems to have no trouble escaping. Spider-Man decides to grab the data, then go after him.

That moment, the wall is broken down by Strong Guy of X-Factor. Wolfsbane comes in, announcing they are rescuing him. The least he could do is lend a hand!

Strong Guy remarks they’ve got some bad guys in the other room that Spidey may really enjoy kicking the paste out of. But… But Spidey stutters… he really does have to…

Strong Guy and Wolfsbane led him to the other room, where Havok, Polaris and Multiple Man are facing Shadowforce. And on a screen behind them their shadowy leader. He announces that Project Homegrown has no interest in mutants. X-Factor is useless to them. As for Spider-Man, their scientist can work just as well with dead tissue as with live one. He gives the kill order and battle between both sides erupts.

Characters Involved: 


Forge, Havok, Multiple Man, Polaris, Strong Guy, Wolfsbane (all X-Factor)

Flash Thompson

J.Jonah Jameson

“Robbie” Robertson

Daily Bugle staff

Thompson’s boy group

Airborne, Ambush, Firefight, Hardtime, Mirrorshade, Oversize (all Shadowforce)

Project Homegrown staff

General Macauley Sharpe

Story Notes: 

The story takes place before X-Factor #100.

Leavenworth is a federal prison in Washington.

Issue Information: 
Written By: