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X-Men Vol 1 35

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Quote1 Now I've seen it all! Those kookie mutants pick a fight with me because of some robot -- and then ride off into the sunset in a Rolls-Royce...while I stand here, soaked, with the beginnings of a summer cold! Some super-heroes have all the luck! Quote2
-- Spider-Man

Appearing in "Along Came a Spider..."Edit

Featured Characters:

Supporting Characters:


  • "Master" Next Empty (First appearance), (Behind the scenes)
  • Factor Three's arachnoid robots
  • Agent 10
  • Agent 14
  • Mekano Next Empty, (First appearance) (Cameo)

Other Characters:

  • Unnamed European sheep-herder


  • Factor Three mountain hideout
  • Banshee's rented chalet



  • Factor Three Gravo-Disk
  • Professor X's Rolls-Royce

Synopsis for "Along Came a Spider..."Edit

Since being freed from their control, the mutant Banshee has been searching for the secret base of the Factor Three conspiracy. Searching the mountains of a small European town, Banshee uses his sonic powers to discover that one of the mountains is really hollow and correctly deduces that this is the secret hideout of Factor Three. However, the mountain is not unguarded, as a panel opens to reveal a spider-shaped robot that is armed with a paralysis ray. Although it strikes Banshee, he manages to make an escape before it had a full effect on him. Returning to his base of operations, he sends out a radio call to his friends the X-Men to tell them what he has learned. Banshee passes out before he can complete his communication, which only tells the X-Men to "beware of the spider". When agents of Factor Three arrive on the location, they find out that Banshee had attempted to contact the X-Men and report back to their commander. The commander of Factor Three then orders them to send out the spider-robot in one of their saucer crafts.

The X-Men have been searching around the mansion and through the Professor's notes to find out what they can learn about Factor Three so they can be ready for their next attack when they get Banshee's incorrect message, leaving them to ponder what exactly their comrade was warning them about. At that very moment, Peter Parker is riding his motorcycle through Westchester Country and decides to stop for a break near a stream. When he spots Factor Three's saucer in the sky, Peter ducks into an abandoned house and decides to check out the saucer as Spider-Man.

Changing into his costume, the wall-crawler approaches the saucer and is surprised when it opens up and reveals the spider-robot, which attacks Spidey right away. The battle between the robot and Spider-Man triggers Cerebro's alarm sending the X-Men (minus Marvel Girl) to go and investigate, driving out to the location in the Professor’s Royals Royce. In the meantime, Spider-Man has managed to grab the spider-robots paralysis ray and turn it against the machine, causing it to explode and leaving no identifiable rubble.

When the X-Men arrive on the location, they mistakenly believe that Spider-Man is an agent of Factor Three; rationalizing that he must be the "spider" that Banshee warned them about. The mutant heroes attack the Wall-Crawler, who tries to explain to them what happened. Although the X-Men come on strong, Spider-Man's superior fighting ability allows him to easily avoid capture, while Cyclops pleads to Spidey to stop fighting and listen to them.

Back at the mansion Jean has grown worried about her fellow X-Men and decides to try and get into contact with Banshee. Knowing that their comrade was given a special crystal put in his headband to allow his thoughts to be transmitted to the X-Men, Jean uses Cerebro, boosting its signal off an orbiting satellite to make the connection. When she learns the truth about the situation, she contacts her comrades who have continued to fight Spider-Man, succeeding only in making the Wall-Crawler fall into the nearby stream.

When Jean fills them in on what Banshee was really trying to communicate to them, they break off their fight and apologize to Spider-Man for the altercation. Rightly upset about the mix up, the Wall-Crawler explains how he got caught up in everything, prompting the X-Men to abruptly leave to get the rest of the information about Factor Three from Jean, leaving Spider-Man behind to try and make sense of the whole encounter and lament over the fact that he's starting a summer cold for all of his trouble.

Returning to the X-Mansion, the X-Men find that Jean has pinpointed the secret location of Factor Three's hideout, that it's somewhere in a remote Central European mountain range. With the location of their mysterious enemies revealed, Cyclops orders the rest of the X-Men to prepare to leave for Europe.

This story is continued next issue...

  • First appearance of the mutant villain/hero Changeling
  • A footnote on page 4 gives Professor X's disappearance as having been "wondrously witnessed in X-Men #32". This is wrong on two counts. First, it actually happened in issue X-Men #33, and second, it happened off-camera and wasn't really witnessed at all.
  • The US government luckily sent up a communications satellite just months before this issue and Cerebro is able to tap in to send a communication signal to the Banshee.
  • This issue is reprinted in many other comics and books, see references for more info.[1]
  • credits:
    • Stan Lee Presents a Roy Thomas-Werner Roth Towering Triumph pf Titanic Talent and Tumultuous Toil!
    • Inked by Dan Adkins
    • Lettered by Jerry Feldmann
  • references: X-Men #28, X-Men #32 (incorrect, correct reference is X-Men #33), and X-Men #27

  • No trivia.

See AlsoEdit

  • This is part of the Factor Three storyline that began in X-Men #28 and is the over-arching plot until #39.
  • Amazing Fantasy #15 - first appearance of Spider-Man.

  • None.


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