Spider-Man and X-Factor: Shadowgames #2

Issue Date: 
June 1994
Story Title: 
Shadow Games – part 2: Shadowclash

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

Brief Description: 

Spider-Man tells X-Factor that he needs to follow Mirrorshade, who intends to kill a friend, and they agree, promising to handle Shadowforce. Unfortunately, it’s more the other way around. Shadowforce escape and go looking for Spidey. At the same time, X-Factor is told by General Sharpe, as government employees, to back off but they ignore him. Mirrorshade gets aboard a train to New York. Missing that train, Spidey takes the next one, changing back to his Parker identity in the process. Unfortunately, Shadowforce board the train too and, as they take hostages, Spidey must reveal himself. Battling them, he also manages to split off train carriages to get potential hostages out. Still, Spider-Man remains outnumbered until they are suddenly joined by X-Factor. A moment later, however, Shadowforce get out of range of whatever is controlling them and flee. Meanwhile elsewhere, Mirrorshade has almost caught up with Flash Thompson…

Full Summary: 

Fabulous, Spider-Man thinks to himself. Stuck in suburban Washington DC in the middle of your basic super complex and your basic super-battle. He doesn’t have time for this! he protests. What’s the matter, Spider-Man? X-Factor leader Havok asks, as he uses his blasts to attack the opposing Shadow Force. Suddenly remember another fight he is supposed to attend in New York?

Spidey begins to explain that one of the Shadowforce clowns is a homicidal maniac! He’s on the loose and, unless Spider-Man stops him before he gets to Manhattan, an innocent man may die. Got it, Havok replies. How can X-Factor help? Just keep those guys occupied while he gets Mirrorshade, Spidey replies. Strong Guy tells him to go, they’ll keep his butt covered. Spidey somersaults over him and Oversize and jumps through the roof window.

Appreciatively, he thinks to himself that, despite X-Factor’s recent bad reputation, they are pros. He doesn’t know why they are here and hates to desert them in the middle of a fight but he has no choice. They can handle Shadowforce.

Elsewhere, General Sharpe is informed that Spider-Man left the complex carrying classified data. That’s not acceptable, Sharpe decides and orders a voice link into bay six. He addresses Shadowforce: Forget X-Factor! Spider-Man’s their target!

Shadowforce leader Hardtime orders Airborne, Firefight and Oversize to carry out maneuver 6-Alpha. Airborne and Firefight rip out a chunk of the floor and the giant Oversize uses it to shove back X-Factor hard. With the mutant team down, Hardtime orders Shadowforce to take their platform positions. He creates hardshell constructs under them which Airborne lifts to move them out.

Soon, X-Factor gets up again. Well, that was humiliating, Guido decides. Wolfsbane couldn’t have kept her balance and scouted after them? I was buried under Madroxes, you great lummox, she snaps. What’s his excuse? He’s a great lummox, he replies. Now let’s brush off the dust and…

And nothing, Carosella, General Sharpe, surrounded by armed soldiers, tells them. He reminds them that they are federal employees. And he’s ordering them to cease and desist… on federal authority! He’s ordering them? Havok asks in disbelief. He kidnaps Spider-Man, tries to kill him, to kill them and he’s ordering them? He begins to glow with cosmic energy: All right, X-Factor, he tells his team, let’s take this show on the road.

Outside in the woods, Spidey has caught up to Mirrorshade. It is weird to see him move like Spider-Man himself. He just looked at him and shifted into that bizarre mirror image. It wouldn’t be a problem if that was all he did, but he apparently also mirrored Spidey’s momentary irritation with Flash Thompson and now he’s out for blood!

Spidey jumps on Mirrorshade’s back. However, the creature is strong and wriggly. Kill that Flash, Mirrorshade repeats as he shakes Spider-Man off and continues on his way. Unfortunately for Spider-Man, there are no buildings to swing from. At least he manages to tag him with a Spider-tracer. He follows jumping. How does he get himself into these things, he wonders before deciding this kind of thinking is counter-productive.

Soon he finds himself at Union Station, having followed the Spider-tracer he put on Mirroshade. However, the psychopath caught a train and it’s too fast for Spidey to catch up with it. The time it would take him to get to an airport… wait for a plane… fly to New York and then get from LaGuardia or Kennedy to Manhattan, he might as well be on the moon as in Washington, DC!

He grabs an employee and asks him when the next train to New York is due. Schedule information is available in the main hall, the man begins. When? Spidey shouts. Metroliner leaves in three minutes, comes the reply.

He makes it only just, clinging to the train’s roof. As he peers inside through a window, he sees Shadowforce is inside. Three guesses who they are looking for…

He hasn’t got the time for another brawl, he decides. He peers through an open window and uses his webline to steal a coat. And so, soon Peter Parker enters the compartment.

Not far away, Shadowforce’s scanner tells them the missing disk is on the train, but they don’t know where. Having eavesdropped to their conversation, Spidey realizes this is how they are tracking him. He should have given the disk to Havok. He and X-Factor would know what to do with it.

Aboard their jet, Polaris asks Havok why they are flying to New York. Havok explains they know that this is where Mirrorshade is heading and Spider-Man is chasing him, whereas Shadowforce are chasing him. So while they wait for Forge to track down more information about those paramilitary weasels, the Big Apple is where the action is.

Meanwhile, General Sharpe is given the latest issue of the Daily Bugle by one of his men. It shows a picture of Shadowforce with the headline Who are these people? He’s getting calls from the Armed Forces Committee, the Joint Chiefs, he is informed. And Higgins wants to know why experimental subjects were used in unauthorized field exercises. He can handle it, Sharpe decides. Let them call…. He can make a few calls of his own…

Aboard the train, Peter threatens a fellow traveler into lending him his cell. Peter tries to call Flash but only gets an answering machine. Peter tells him to stay home when he gets there and wait for his call. No wait, he tells himself, Mirrorshade could easily get his address. No, don’t, meet him at Peter’s place or… meet him where the Coffee Bean Barn used to be… it’s important.

If only Flash had been more responsible, Peter thinks. If someone else dies because of him, if he can’t save Flash… He didn’t save Uncle Ben. He couldn’t save Gwen. He’s not going to let it happen again!

Hardtime has had enough. He decides to flush Spider-Man out. He fires his gun at the ceiling, ordering Spider-Man to come out and play, or he will start ventilating more than the ceiling.

Getting into his costume, Peter thinks he should have realized something like this was going to happen. He has to do something and he has to do it before someone gets hurt!

Stop it! he shouts and reveals himself. He’s here. He webs up Oversize before he can attack, then swings up through the damaged ceiling atop the train’s roof.

The members of Shadowforce follow him as he makes his way to the front of the train. The flying Airborne fires blasts at him. He gets down and separates the wagons to get rid of the bystanders who have gathered in the back of the train.

Hardtime realizes what he’s done. Decoyed them. Got them out in the open and lost them potential hostages. Very professional. Very controlled. Which is more than he can say for them so far. This is a moving train. It’s just gotten a lot smaller and there are that many fewer places to hide. They outnumber him five to one. He orders Shadowforce to fan out. Search pattern delta. He wants to know his position and he wants to know it five minutes ago!

The train conductor looks out of the window, having heard gun fire. What happened to the other coaches? He happened to them, Spider-Man tells him, hanging down in front of him. He orders him to jump, promising he’ll see to it; he’ll land okay. He already took care of the rest of the engine crew. The driver doesn’t understand and Spidey pushes him out. The panicked man lands across a webbing cushion.

Shadowforce realize Spider-Man is in the engine. Correction: he was in the engine Spider-Man tells them as he stands on the roof opposite them. Okay, he tells them. He has things to do. It’s just them and him now. Anyone wanna try for just him?

He webs Oversize’s face and jumps at Airborne, then jumps into Oversize’s face. But enough of that he figures. It’s Hardtime that does their thinking for them, so it’s him he wants to tango with.

Oversize agrees. Hardtime pointed out how Spidey dodges really well, but in the middle of a brawl even he can’t dodge in every direction at once. He kicks Spider-Man in the back, getting him in position for Hardtime to hit him.

The cavalry is coming though: the X-Factor jet. The team members jump out and Polairs orders Shadowforce to surrender. They are outnumbered an outflanked. They are only making it worse for themselves. They know they were press-ganged into this. They can help them get out.

Spider-Man shouts at them not to bother talking to Shadowforce, they are under some heavy duty brain-washing. It’s a wonder they can walk and attempt murder at the same time! Hey, Guido and he do the jokes here! Madrox protests.

Guido lands on the train’s roof, breaking though. Physical humor is their specialty, he adds sheepishly.

Hardtime suddenly moans that the commands have stopped. They are out of range! He orders Airborne to rattle Polaris and Firefight to take the ship. Firefight protests that’s not the tactics they… Just do it! comes the order and they comply. Take to the car, he continues. He’ll explain the new strategy when they are out of there. With the cars separated and X-Factor’s members groggy, they get away.

Havok notes what they said about not being controlled anymore. Yeah, Spidey agrees. They used to be dealing with a hostile military controlled superteam, but now what they’ve got on their hands is a bunch of vicious superpowered convicts with no one at all controlling them. And worse, they’re on the part of the train that’s got an engine, so the heroes are twiddling their thumbs while they join their buddy in New York.

In New York, Flash Thompson calms one member of his boys club that none of the supergoons are here. Another boy asks if Spider-Man will be all right. Flash assures him that Spidey is the best. He can take care of himself, he hopes, he adds silently when the boys are gone.

Mirrorshade crouches in the shadow nearby. Flash Thompson… kill that Flash Thompson…

Characters Involved: 


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

Flash Thompson

One of Thompson’s boy group

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

General Macauley Sharpe

His assistant

Story Notes: 

The story takes place before X-Factor (1st series) #100.

Leavenworth is a federal jail.

Issue Information: 
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