A Mighty Tale Told in the Mighty Marvel Manner!

The Avengers#12

The Avengers Meet Spider-Man!

IRON MAN MISSING-INVENTOR FEARED DEAD screamed most of the nation's headlines. The less reputable papers had already declared Tony Stark dead and Iron Man was surely responsible. The Avengers had already put out a statement, but the team wasn't wholly convinced.

"I confess, Mr. Stark's disappearance and Iron Man refusing to say where he is presents a problem." Ant-Man, acting as chair leader, pushed a small pile of mail towards the center of the table. "Any suggestions?"

"Iron Man has proven his worth many times over. If he says Stark lives, that is good enough." Thunderstrike folded her arms.

"True, but we don't really know anything about Iron Man other than he's Stark's bodyguard. Who is he?" Captain America shifted in is seat. A battle with hired assassins sent by Baron Zemo had taken up most of his week and morning.

"We agreed to keep our identities secret except for emergencies." The Wasp interjected. "I'd say this counts."

"True, but what happens when we run into a mind reader? Or one of us gets captured? If our identities were revealed, our families and friends could be in danger."

The meeting threatened to break down into squabbling. Unobserved by all, Kang the Conqueror watched the scene with interest. "Hmm, Iron Man had just battled the Mandarin at this point in history thus the team is down a member. Now would be the perfect time to strike!"

He pushed his hovering chair away from the time monitor and pulled up his files on heroes and villains from the twentieth century. "The board is ready…but who should I use?"

Pictures flashed in front of him. "Doctor Doom? Magneto? No, the egos alone would crowd me off my platform." Baron Zemo and several smaller pictures came to view. "The so-called Masters? No, they have their own role to play, plus Zemo's idiocy would doom any plan."

Ignoring the villains, he started looking at the heroes. "The X-Men? Perhaps, but the hysteria of mutants at the time could prove to be an obstacle. Daredevil? No, he's only recently debuted and too green to be of any help."

An idea came to the time traveler. "Wait, there's one hero who's met most of the team and yet has enough unknown factors to be useful! Spider-Man!" A familiar red and blue figure filled all the screens. "Yes, Spider-Man shall be the perfect pawn!"

Spider-Man swung through the city. He landed on a nearby rooftop and flopped down. His breathing was hard and ragged. "Geez, when did the Scorpion start loading his gloves with bricks?" He leaned against the roof entrance and caught his breath. "'Course old Jolly Jonah is going to accuse me of showboating or being a coward, depending on the size of photos he wants to use." He tapped the automatic camera on his belt. "That should be enough to help Aunt May this month if nothing else." His spider sense went off, prompting him to leap to his feet.

He stood at the ready for several seconds until the strange tingling sensation slowly faded. He saw nothing, heard nothing, and stood by himself for several more minutes. "Huh, maybe a false alarm?"

Kang leaned back in his chair as his probe downloaded the information. "Impressive array of abilities. This will be a most useful tool." He turned his attention to a golden skeleton. Wires from the various computers were programing the observed powers into the robot's electric brain. Two sacks were inserted into the robot's forearms and filled with a chemical to mimic the webbing used by the original. Kang briefly considered using Iron Man as the robot's template, but the Armored Avenger's image might prove too difficult. "They know Iron Man more than Spider-Man, and thus would question him more." He sat back as the robot was lowered into a vat of synthetic skin. Once the robot was covered in a flesh-like substance, a familiar red and blue costume was woven over the nude figure. Once it was finished, one would swear that Spider-Man was standing before Kang.

"Do you know your orders?"

"Destroy the Avengers!"

Under his mask, Kang smiled.

The Avengers continued their argument when an alarm klaxon sounded. At once the group rushed towards the source of the disturbance, namely the main hall. "Who dares?" Thunderstrike kicked the doors open, her hammer crackling with energy.

"That would be me." A red and blue clad character dropped into view from the ceiling.

"Spider-Man?" Ant-Man stepped in front of Thunderstrike. "What are you doing here?"

"Well, what with tin head being laid up, I figure you could use some muscle."

"Interesting choice of words, son." Captain America approached the younger hero. "Have you talked with Iron Man?"

"Recently, yes. 'Ol Shellhead got himself into a jam down in Mexico. I pulled him out but he's resting in an old hideout of mine."

"You have a hideout in Mexico?" Wasp tried to keep the sarcasm out of her voice and failed utterly.

"Of course I do. No radio or telephone though, which is why Iron Man sent me to grab all of you, said he had some big secret to tell the Avengers."

"I see." Ant-Man gestured to the team. "Excuse us for a minute."

The team huddled close behind the main door. "So, this is a trap, right?" Ant-Man looked at everyone. "I mean, everyone knows it?"

"I have my doubts, but then again I know so little about Spider-Man maybe he's telling the truth?" Captain America glanced at the door. "I say we give him the benefit of the doubt."

"True, but I think we should take some precautions. Thunderstrike, could you let Thor know where we're going?"

"Aye."

"Then it's settled." Ant-Man jerked a thumb towards their guest on the other side of the door. "We go but we keep our guard up."

The Avengers and their guest took one of Stark's new Quinjets and blasted off towards the Temple of Tirod, located fairly close to the Mexican/American border. "Say, how did you come to use a temple in Mexico as a hideout?" the Wasp asked.

Spider-Man shifted in his seat. "Long story, but the Reader's Digest version: Tangled with some goons who were using it as a base, ran them out and set up shop. When I found Iron Man, I took him back there to rest up."

"Interesting. I would have thought such a feat would have been recorded."

"Well, you know how it is with the Bugle. I could save the Eastern seaboard and that cheapskate Jameson would blame me for the rain."

This satisfied her and the rest of the trip was silent.

Thor paced around the mansion. He had been late arriving and found the note. "Hmm, this bodes ill. They might need Mjolnir's might!" He went to the roof and was about to fly when he spotted a figure weaving in-between buildings some distance away. "What trickery be this?"

Spinning his hammer, he took to the heavens and made a beeline towards Spider-Man. He nearly collided with the web spinner, forcing the younger man to flip backwards onto a nearby flagpole. "Hey, what gives?"

"Where are the Avengers?" Thor's voice boomed.

"Umm, where they normal are at this hour?" Spider-Man found his confidence shrinking fast.

This failed to please Thor. He pointed a finger the thickness of Spider-Man's wrist directly at the teen. "I ask once more. Where have you taken the Avengers?"

Spider-Man put his hands up. "Woah, woah! Easy goldilocks! I haven't seen any members of the Avengers and I have never even been to your clubhouse, I swear!"

Thor cocked an eyebrow. "Hmm, I sense trickery somewhere. The Avengers swore you took them to our missing comrade Iron Man to your lair in Mexico."

"What?" He made no effort to hide his disbelief. "Ok, I've been the victim of the Chameleon enough times to know when I'm being played. Did this other Spider-Man walk on walls?"

"The message failed to say. I agree with the idea of an imposter. Come with me to the mansion and we shall find the truth!"

It wasn't often that Spider-Man, or Peter Parker for that matter, was invited into the home of the world's premiere super team; so he agreed and followed the god of thunder back to the mansion. Thor showed him a note which repeated what he said earlier. "Ok, so how do we go after them?"

"By the power of Mjolnir!" he started to spin the hammer. Spider-Man grabbed onto the thunder god's cape before they stepped into the swirling vortex.

The Avengers arrived with little fanfare. They landed on a nearby rocky outcropping overlooking the temple. Spider-Man hopped out of the plane first. "Come on slowpokes, I'll race you!" He flipped his way down the mountain.

The Avengers followed carefully. Once they reached the bottom, Ant-Man looked at the temple. "Ok, so we're here. Where's Iron Man?"

"Right inside! Just follow me!" Spider-Man almost sprinted up the steps as the rest of the team followed behind.

Stepping into the main entrance at the top, Ant-Man held up a hand. "We aren't going another inch until you tell us where Iron Man is."

"Well, I had hoped to string you guys along a bit longer, but if you're going to be that way." He shot a stream of webbing into Ant-Man's face. One quick yank sent the hero sprawling to the ground.

Spider-Man's elbow connected with a square on the wall, sending a foot-thick sheet of glass down between him and the Avengers. A similar barrier blocked off the entrance. "See yah later chumps!" Spider-Man backflipped into the shadows.

Ant-Man pulled the webbing free. "I figured it was a trap."

"Too close to use my lightning." Thunderstrike slammed Strombringer against the glass. The floor suddenly opened up, sending the heroes plummeting into the bowels of the temple.

Kang watched with a building anticipation. "Good, good! My robot has performed perfectly! With the team separated, I'll destroy them one at a time."

Thunderstrike dropped into the open space. She was spinning her hammer when the darkness clamped down on her wrist. "What madness be this?" Strombringer vanished from her hand. She fell into the dark. Jane Blake landed on a pile of skins.

"My hammer!"

Kang glanced over as Strombringer appeared in his lair, now formed as a simply walking stick. "With Asgardian magic I'd never pull it from her grip, but teleporting it a few seconds into the future when her hand wasn't there? Genius!"

Ant-Man and the Wasp landed in a smooth room. At once the Wasp took to checking out the layout of the room while Ant-Man shrank. No sooner had he become a few inches high the room rumbled and started to shrink. He grew back to normal almost on instinct and the room stopped moving.

"Yes, I rigged the room to detect your Pym particles. The more you shrink the smaller the room gets." Kang chuckled at the idea of the shrinking heroes forced to remain at one size.

Captain America blinked. His arms and legs were bound with chains several feet thick. Kang's head appeared before him. "Somewhat simple, but the classic always work. I've captured the rest of your team. Once I determine where your compatriots are, I'll send my Spider-Man robot to capture them as well."

"So this was just a means to lure us into a trap?" Cap was more annoyed than anything else.

"Yes, a reworking of the old Trojan Horse gambit, plus assuming you and your allies survive this your trust in your fellow marvels will be eroded, so I win no matter what."

"Then you're already assuming we'll escape."

"I'd be a fool not to. Granted I've most of the team now, but there is still Thor, Iron Man, Giant Girl, and the Hulk to consider. I'll leave you to your fate for now Captain but make no mistake, this is the end of you."

Spider-Man had never teleported before, but he wasn't about to tell Thor that. He stumbled a bit and tried to bite back his lunch as the thunder god cast a glare at the temple before them. "Are thou ill?"

"No, I travel through space all the time." Spider-Man tried to sound confident, but Thor didn't comment on the dry heaves.

"Well I don't!" An angry voice called out from behind them. Both heroes turned to see a woman, familiar to Spider-Man but unknown to Thor glaring at them. "Who are you bozos and why am I here?"

"Odd." Thor looked at Mjolnir. "I requested all Avengers nearby, yet thou are a stranger."

The woman glared at Thor. "Betty Ross ring a bell? You might recognize my mean and green self a bit better."

"Ah yes, the Avengers told me of thine recent changes Hulk." He pointed to the temple. "Our allies are somewhere in yon temple. Will thou make the change and aid us?"

Betty looked away. "Sorry Goldilocks. The Hulk and I…don't see eye to eye as much as we did. Just send me back before someone gets hurt."

"Look, I'm not an Avenger but we fought together once. Right now, the Avengers are in trouble. I don't know what is in there, but if it can take the entire team down, we're going to need every hand we can get."

Betty looked at the younger hero. "Ok, you convinced me." She closed her eyes. Spider-Man stepped back, as the Hulk's whole deal was largely a mystery to him. When her skin turned a bright green, he felt himself step back behind Thor.

"Is it always like that?" Betty's grunts grew deeper as her hair turned black.

"Aye, thou my lady Thunderstrike assures me it is sometimes more so." A few bits of cloth fluttered past him as the Hulk glared at the two heroes.

"What do you want? Where's the flag man?"

"The good captain is a prisoner in yon temple. Will thou aid us Hulk?" Thor put out his hand.

The Hulk looked at the thunder god's outstretched hand for a good minute before grasping it. "What are we waiting for?"

The trio entered the temple. "Interesting" a voice came from nowhere. "I was expecting the rest of the team, but the real Spider-Man? Unexpected. I'm disappointed Giant Girl failed to arrive with you."

Thor didn't feel like mentioning Giant Girl happened to be on assignment in Europe and the Hulk was obviously closer. "Who art thou?"

"Ah, I suppose most of you wouldn't know me." A face appeared before them on a wall. The armor was bright blue. The Hulk snarled at the sight.

"You may call me Kang the Conqueror. I battled most of your team once before." He glanced at the Hulk. "Although I don't believe I had the pleasure."

"Was busy." She cracked a knuckle. Spider-Man was reminded of a tire blowing out. "Otherwise you'd never come back here."

Kang chuckled. "That's what I love about you 20th Century folk. One never knows what one will say next." The floor vanished under them. "Unless you're a historian, then you know exactly." Kang's words stretched out as they plunged into darkness.

Thor landed with a thud on top of a pile of skins. "Thor?"

"Jane?" He didn't feel Mjolnir at his side. Jane's arms were around his neck.

"We fell into this trap like an amateur. Did you bring the rest of the team?"

"Nay, only the Hulk and the real Spider-Man."

Jane let go. "I knew that creep was a fake!"

"Aye, but with the real one here that might cause some mischief." He flashbacked to his battles with Loki.

"But we have to get out of here, and how can we do it without our hammers?" Jane argued, but her protests fell silent when she realized who she was talking to; "Never mind".

Thor felt around the cell, found a point and started hammering with his fists. The stone, inches thick and with veins of steel running through them, would have been impossible for Jane Foster to break through. For an Asgardian? The stone gave way like wet paper.

The couple stepped into a metallic hall adorned with lights and signs in an unknown language.

The Hulk looked around. Instead of dropping into something, she was teleported to a bridge. Kang sat on a floating chair. "Hulk."

"So this is where I get offered a chance to work with you?"

"Smarter than the records said." Kang leaned back, his fingers tenting. "So, what shall it be? And before you smash away at my control panels, but aware I could fix, well, anything you wish."

Hulk scowled. "You mean get rid of me like the puny humans always try to do?"

"Not at all. Do you wish be separate? How about being you all the time and your…ah, 'puny' alter ego gone?"

The Hulk was shocked, no easy feat. Kang leaned forward. "Of course I don't demand any answer right away. Please, help your friends." With a wave of his hand she vanished. He spun around and watched the rest of the temple as the Avengers reacted to his traps.

Spider-Man walked down the hall, his spider sense at a low buzz. He had been dropped into a room loaded with traps, but with his sense and powers he easily escaped into what he assumed was an access or maintenance tunnel. "Given the level of technology here, I'm starting to think this wasn't some ancient temple." His spider sense spiked as he neared a corner and the reason walked around it.

"So this is what I look like?" the figure glared at him. "Huh, not impressed."

"And I've delt with the Chameleon, so this isn't exactly a fresh idea either."

"Yeah, but he was just a guy with gimmicks." The double fired a strand of webbing. Spider-Man barely dodged it. "I'm just as much the real deal as you!"

"Maybe, but do you have my sparking wit?" Spider-Man flipped down from the ceiling, his fingers at the ready.

"If that's what passes as wit, then no." The double pressed a panel and vanished as it spun around, leaving Spider-Man alone in the hall.

The Hulk was making her way through the temple when she came across a bolted door. "Looks like something important." She tore the door away with ease. "Captain?"

Captain America was immobile on the floor. The Hulk snapped the chains. "Thanks, I mean it."

"Save it. What're we doing now?"

Cap rubbed his wrists and ankles. "We need to find the rest of the team, and be careful of the Spider-Man. He's working for Kang!"

"We already know that." The Hulk said nothing else and walked out. Captain America grabbed his shield and followed suit.

Thor had been sitting cross-legged on the floor for several minutes. Jane had faith in her husband. She had been tempted to try her newly granted wind powers but given the circumstances she didn't want this to be her trial by fire. "I'm going to have to start practicing with those powers when we get out this."

Thor's eyes snapped open and he thrust out his hands. Mjolnir and Stormbringer appeared in his hands. "How did you do that?"

Thor pitched backwards, his face drenched in sweat. "I remembered an old rune my father once taught me." His breathing was hard. "But I fear I can't do that spell again, at least for some time." He handed her hammer to her.

One flash of lighting later, Thunderstrike stood at the ready.

Spider-Man was walking across the walls of the corridor when his spider sense spiked. "Something's wrong!" He scanned the walls carefully until he noticed a slight indent in the section before him. A control panel was next to it. "Some kind of electronic key?"

He hopped down and examined it. A light flashed over the white sections of his mask. "Greetings Spider-Man" a robotic voice spoke. "Visual identification valid. Please enter user code." Spider-Man hovered his fingers over the buttons, which were written in a language he couldn't even begin to decipher. "Are those letters or numbers?"

As his fingers drew closer to the buttons, his spider sense went off. When he got close to a symbol that looked like an upside-down jet, his sense died down. Pressing it turned the button green. A countdown of four digits started. He carefully hovered his finger over the other keys, pressing them when his sense calmed down. After three more buttons, the entire panel lit up green and the wall section shimmered like mercury before fading away.

Two small figures were ejected into Spider-Man's chest. Before he could comment, both of them enlarged to normal size. "Wow, Ant-Man and the Wasp!"

"You must be Spider-Man." Ant-Man shook the younger hero's hand. "Pleasure to meet you, even under these circumstances."

"Come on, let's talk when we get outside this madhouse." The Wasp pointed up. The trio followed Spider-Man back to where he came from when the hall was filled with a blinding flash. When their vision came back, all three heroes looked around. "Is everyone alright?"

"Fine, just as soon as these spots go away." Spider-Man rubbed his eyes through his mask. "How about you Ant-Man?"

"Fine, just fine." Pym blinked several times. "I'll feel better when we get out of here though."

Spider-Man sat up. "What happened?"

"I had your double swap places with you when I flooded the hall with light." A voice came from somewhere around him. "You are truly a remarkable figure Spider-Man. If you agree to leave the Avengers now, I could transport you back to New York City and give you some information about your future."

"You're kidding, right?" Spider-Man was on his feet, fists at the ready.

"No, but if you insist on being stubborn all I have to do is leave you where you are."

The Avengers, plus Spider-Man, all emerged into main hall they first entered. "Is everyone here?"

The Hulk glared at Spider-Man. "Kang's behind this, but how can we stop him? He may not even be in the temple." Captain America glanced around the room. He noticed the Hulk changing her stance.

"That is correct captain, as always." Kang's voice rang out over the hidden speakers. "In case it wasn't apparent, I've been watching you from my own time, but now I grow bored."

Spider-Man swung at Captain America, but the Hulk grabbed the Living Legend and yanked him back as Spider-Man's fist crushed the brick. "I knew he was a fake!" The Hulk snarled.

"The imposter!" Thor and Thunderstrike readied their hammers. The phony hero leaped into a secret compartment, the Hulk's fingers just barely missing his feet.

Before the compartment sealed shut, Spider-Man followed him. The temple started to rumble around the team. "We need to get out of here!" Captain America shouted.

Spider-Man followed his double up the shaft into a larger chamber. "You're getting on my last nerve."

"Yeah, I'm told I do that a lot." Spider-Man readied himself. His double shot a webline to the ceiling and jerked himself away.

"So what's the plan? You and me fight, end up in the middle of the Avengers and they have to guess who's the fake?"

"Classic idea." The double webbed a slingshot and fired himself at Spidey, who narrowly avoided the red and blue missile as it crashed through the floor. A flash of light went off around Spidey's head, blinding him and sending him following down the hole.

"Look out, the double is trying to replace me!" the robot fired two streams of webbing, binding Spider-Man to the wall.

The temple's walls shook. "Let's bring him along, we can't leave him!" Ant-Man protested.

"We won't." the Hulk suddenly turned and punched the free Spider-Man full in the chest. The chest cavity crunched and wrapped around her fist as thick white fluid sprayed out.

"Thanks!" Spider-Man gushed as the Hulk tore the webbing free. "How did you figure it out?"

"The fake smelled wrong. Too much radiation." Spider-Man didn't feel like asking how she knew what radiation smelled like and followed the rest of the Avengers as they fled the temple.

They raced outside just as the temple collapsed into a pile of rubble. An image of Kang filled the sky. "Impressive, even when I bring in a total outsider you still manage to work together and defeat my pawn. I'll remember that for next time." Kang faded away.

As the Avengers plus their guest boarded the jet, Captain America took Spider-Man aside. "That was some good work son. Ever consider joining the team?"

"Me?" Spider-Man's voice went up far higher than he intended. "I'll…think about it." The ride back to the US broke down into conversations about other things, but Peter Parker was riding high the entire trip.

The end

Based on "The Avengers Meet Spider-Man" which was first published in the Avengers I#11 (December 1964) with credits to Stan Lee (script), Don Heck (pencils), Chic Stone (inks), Stan Goldberg (color), and Sam Rosen (letters)

Next time, "this Hostage Earth!"

Avengers Assemble!

From Wolvmbm

Great job on this new chapter in the Avengers series. I can't wait to see your take on the iconic Spider-Man in the next chapter. Interesting explanation for Jane Foster's new ID and yet I wonder how and when that happened in her own adventures. Great update and yet I wonder if this is a hint of Hercules coming into the future of this series? Please do keep up your wonderful work on this fantastic series.

Many thanks, and as for Jane's new ID of Thunderstike, we'll get into more about that in Giant-Size Journey into Mystery#2

Mighty Marvel Checklist:

Tales to Astonish#24-On the Trail of Spider-Man!

Journey into Mystery#26-The Menace of Magneto!

Amazing Fantasy#17-The Grapplers VS the Savage She-Hulk!

Giant-Size Journey into Mystery#2-Thurd VS the Prince of Power, Hercules!

Sensational Comics#26-On a Ramage Against the Reds!