Spider-Man and X-Factor: Shadowgames #3

Issue Date: 
July 1994
Story Title: 
Shadow Games – part 3: Shadowfall

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

Brief Description: 

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

Full Summary: 

What in the name of William Randolph Hearst is going on down there? J. Jonah Jameson shouts into a phone. He wants to know and he wants to know now!

The person he is talking to is his reporter, Joy Mercado, whom he sent to Washington DC. She suggests he ease up before he gives himself a coronary. He didn’t send her down there to worry about his health, he retorts. What has she found out?

She just got here, she replies but things are definitely popping. She looks at a building in front of which people are gathered. It seems some military research project gave a bunch of convicts superpowers. Yeah, the guys fighting X-Factor and Spider-Man. The buzz is it’s unauthorized but the trail may lead all the way up to General Macauley Sharpe, head of the project. Right now, they are stonewalling something serious, but it can’t last. No one’s got any hard proof, but the heat on this is so… Uh-oh, she breaks off. What is it? he asks. It’s bad is what it is, she replies ominously.

New York:

Spider-Man is hurrying not for his life but for that of a friend. Walking in the streets of Manhattan, Flash Thompson suspects nothing untoward as the unstable Mirrorshade is about to attack him, only to be tackled by Spidey at the last possible moment.

Spider-Man lands, warning Mirrorshade to back off. He’s not killing anyone today. Flash is relieved to see Spidey is all right after being kidnapped. Kill that Flash Thompson Mirrorshade announces.

Spider-Man tells Flash to get away. In case he hasn’t noticed, the wacko is out for his blood! Flash follows the suggestion and Spidey, joined by X-Factor, turns his attention back to Mirrorshade,.

Mirrorshade’s power is to “mirror” others, replicate their appearance and powers but X-Factor proves too much fro him. One person at a time must be his limit, Spider-Man figures.

That moment, somebody snatches Mirrorshade from above while gunfire keeps the heroes back. It’s Airborne and the other members of Shadowforce. Havok orders Polaris after to follow her. Does he think Polaris is fast enough to catch them? Spider-Man asks. X-Factor is no one-trick-pony comes the reply; they’ve got other resources. While Polaris gets at least a hint of where they are headed, they’ll see if there is any other news.

X-Factor contact Forge who informs them there is news all right! It’s just not good news! While they were around waltzing with Shadowforce on the metroliner, the villains apparently broke free of their programming. So what was one a shady government operation with questionable approval and a suspicious agenda is now a gang of completely uncontrollable super-powered felons. But it gets better.

Shadowforce has returned to Virginia and they’ve taken over the Project: Homegrown Complex. They’ve released all the staffers but they are sitting on an incredible pile of weapons technology and top-secret data and, cliché as it may sound, that place was built to hold off an army.

What do they want? Havok asks. They want their various sentences commuted to time served for a start. They also want no persecution for their acts as Shadowforce and free passage out of the country. They are claiming they were coerced. They’ve got a point, Havok admits. Not that it will matter.

They got away, Polaris announces as she joins them. Last she could see of them, they were doing about 190 clicks headed south. Headed for Washington, Havok realizes, so that’s where they are flying.

In the Project: Homegrown complex, Airborne joins Hardtime, telling him there are guards around this place three feet deep. But they let her through just like he said. How’s Mirrorshade? he asks, they may need him? He’s fine. He’s reverted to his basic form, but no damage. What’s going on? Exactly what he though would happen, comes the reply as he watches the screen. They yanked them out of prison, brainwashed them, sent them to do their dirty work and, now that they are no longer under the government’s control, they are blaming them for everything that happened.

In interviews, Sharpe refers to them as a dangerous group of supervillains that invaded and took possession of a peaceful research facility without any provocation whatsoever. These are terrorists and must be dealt with firmly and permanently!

Forge waits some distance away as the X-Factor jet lands. What’s the situation? Havok asks. No change, he is told. The Shadowforce is alone in the complex and General Sharpe is covering his butt with the press. He’s more concerned with spin-doctoring than problem-solving. So who needs him? Spidey asks. Let’s bring a little action to the criminal faction, guys and gals, he announces.

Forge orders a secret service agent to get out of their way. Sorry, they are not cleared, comes the reply. Federal authority. Like his boss told them last time they met, Havok retorts, they are federal. Polaris!

At the mention of her name, Polaris levitates all the soldiers with all the metal they are wearing, belt buckles, rifles and such. Strong Guy grabs the tie of the agent who talked. How would he like to be levitated by that? he suggests.

The team walks in. So do they have a plan? Madrox asks. Here’s the way he sees it, Spider-Man begins. They know Project: Homegrown was only able to induce temporary superpowers. So the Shadowforce must be continually reenergized by some kind of power source. That’s the only reason they’d take over the complex instead of just fleeing the country. He bets the way this place is constructed in rings the powercore is at the center of the complex. They find it, shut it down, end of story.

Very logical, comes the voice of Hardcase, except they are not going to live to reach the powercore. Shadowforce attack and the heroes find themselves part of the battle. Havok notes that X-Factor are working like a smooth machine, backing each other up, trading opponents. With any luck, they will hold them here and Shadowforce won’t notice what he noticed right at the start of this.

As they planned, Spider-Man ducks out of the room. He’s headed for the power core and it’s up to X-Factor to keep them tied up until he gets there. Spider-Man crawls across the ceiling, reaching the power core in the center. It’s more advanced than anything outside FF HQ, he has to admit admiringly, but power fundamentals are power fundamentals. He should he able to shut it down.

Judging from the basic design, the main activator switching unit should be right about… That moment, his Spider sense tingles. The core is wired to explode! He jumps out of the core, the explosion following. They’ve wired the whole complex! It’s setting off a chain of explosions that will tear the place apart! But why? And are his spider-reflexes enough to keep him from getting blown to bits?

Going somewhere? Talon asks as she attacks. He realizes that Shadowforce somehow disconnected themselves from the core. These things on their shoulder are battery packs. She announces that they are willing to risk death rather than be captured. Is he that committed to bring them in?

Elsewhere, Guido tries to bring down Oversize but has his blows stopped by one of Hardtime’s hardshells. Mirrorshade is set to copy Jamie Madrox, so Madrox multiplies several times and Mirrorshade breaks downs when he tries to copy that power.

Spider-Man joins them, explaining that his power is controlled by his energy harness. When he tried to split in two, the harness fractured and he died. Madrox is horrified.

Talon intends to kill Spidey and Havok gets her off his back. Spider-Man explains that they are powered by the battery packs on their shoulders, allowing Polaris to take them out, while bitching that she’s the only one who’s carrying her weight around here.

All of Shadowforce falls, save for Hardtime, as she can’t get at his battery pack through the hardshell and he stands between X-Factor and the way out.

Spider-Man suggests there is a better way. Better than letting them all die when the whole complex goes up. Surrender and let them help him instead of fighting!

Not going to happen, Hardtime replies. He’s not going to be the fall guy for Sharpe. Then he’s dooming himself, Spidey replies. The explosions have already destroyed all the evidence that could prove what Sharpe has done. Everything except the diskette he’s got. Sure, Hardtime can survive the explosion and walk away, but Sharpe will be able to blame him for whatever he wants and Hardtime won’t be able to do a thing about it.

The complex explodes. And Forge fears X-Factor and Spider-Man are lost.

Sharpe immediately tells the reporters that X-Factor have sacrificed their lives.

Button it, Havok orders him. Hardtime encased all of them in a hardshell field at the last minute. They are alive and well and they are going to expose Sharpe. They can’t do that, comes the reply. Who’s going to stop him? Havok asks. He’s going to stop himself, Forge replies. This is a federally backed team and there are costs that come with that. They have to follow orders and he’s been given one. Nobody talks.

Oh yeah? Spider-Man pipes up. He forgot the guy with the goods is strictly freelance. He tosses the reporters the disk. Sorry about that, Forge tells the general with a smirk. It seems they have a civilian in their midst. He thought he’d see it that way, Spidey agrees. X-Factor may have rules and regulations, but they are an okay bunch. A pleasure working with them.

And so later Peter Parker tells Flash Thompson his version of the story. He was chasing all the way to Washington, Flash asks, just to get news photos? A general getting dishonorably discharged and maybe facing criminal charges… He’d call that newsworthy. He was always very responsible, Flash tells him. Speaking of which… he’s been meaning to apologize for running out on him at the boys’ club.

Peter laughs. Flash can be taught. Will wonder never cease? Next thing they know, he’ll get over being starry-eye over that awful Spider-Man. Now stop that! Flash tells him.

Characters Involved: 


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

Flash Thompson
J. Jonah Jameson

Joy Mercado (Daily Bugle reporter)

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

Project Homegrown staff

General Macauley Sharpe


Story Notes: 

The story takes place before X-Factor (1st series) #100.
William Randolph Hearst (April 29, 1863 – August 14, 1951) was an American newspaper magnate and leading newspaper publisher. His infamous personal story served as the basis for Orson Welles’ film Citizen Kane.

Issue Information: 
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