• Spider-Man/Peter Parker
• Aunt May
• Green Goblin/Harry Osborn
• Flash Thompson

AMAZING SPIDER-MAN #37-45:

Script: J. Michael Straczynski
Pencils: John Romita, Jr.
Inks: Scott Hanna
Colors: Dan Kemp & Avalon Studios

Amazing Spider-Man #37: "Interlude"
22 pages + cover • January 2002

Aunt May stands in shock over Peter's bruised, bloodied and bandaged body as he sleeps off his last encounter as Spider-Man. She walks away, knowing his secret, but unable to figure out what to do about it. The next day at school, Peter has to reprimand a young girl named Jennifer who falls asleep in his class. In digging deeper about her, he finds out she has a drug-abusing older brother she has to look after. He traces her back to her home, but she is living a squatter's existence in the basement of a dilapidated building. She explains to her teacher that she's been doing okay on the streets, and she's about to graduate, and she begs him to not report her or her friends to the authorities, especially since she's concerned about her brother. At the same time Peter is there, another girl comes in to tell Jenny that her brother has ODed. They find him in a dark alley all alone and near death. While the girls go to get help, Peter takes action as Spider-Man, swinging his way to a local hospital where the boy gets treatment.

Jenny talks to Peter the next day and he agrees to not report her, as long as she calls on him whenever she needs him. Unbeknownst to all of them, Jenny is being watched by local thugs who don't appreciate her connection with Spider-Man being in the neighborhood. Later, Aunt May calls Peter and tells him she needs to talk to him about something very serious.

Amazing Spider-Man #38: "The Conversation"
22 pages + cover • February 2002

Aunt May arrives at Peter's apartment bearing his Spider-Man costume. He feebly tries to generate excuses, but there is no way out. He confesses his dual identity as Spider-Man and explains his reasons why he tries to live up to the responsibility of holding great power. He also confesses his feelings of complicity in Uncle Ben's death. Aunt May confesses her own complicity: on the day of Ben's murder, they had had an argument, and he had left the house to stew over it. If she had gone out to tell him it was okay, he would have come back inside and not been exposed to the burglar's lethal shot. They both feel a huge weight lift off their shoulders. May tells Peter she doesn't like the idea of him swinging around rooftops, but she'll try to accept it. She also tells him that now that she knows who the real Spider-Man is, it's not fair that the rest of the city doesn't know what a wonderful person he really is, despite what they read in the Daily Bugle. Later that night, Peter swings into action as Spider-Man like never before; for the first time, he feels really free.

Amazing Spider-Man #39: "Meanwhile"
22 pages + cover • May 2002

Silent Issue.

In her penthouse suite, Mary Jane wakes up early, and while preparing for her day, she sees TV news reports of Spider-Man saving some children. She stops to look, but the moment is gone when a commercial takes over the airwaves. She goes to a photo shoot, a movie premiere, comes home and watches TV...she sees more Spider-Man highlights on the news. She goes to bed and stares at the clock.

Aunt May has hit the public library, checking out copies of old newspapers and the anti-Spider-Man bias that is printed in them. She sends emails to all the papers that hound him- including the Bugle- telling them she is cancelling her subscriptions based on their bias. She sends an email to one paper that supports Spider-Man and tells them she is subscribing! She also sends emails to news shows and TV shows suggesting they do positive profiles on Spider-Man the person, not the negatively imaged creature he is portrayed as.

Later, Spider-Man is saving a family from a fire. After, on a huge screen in Times Square, he sees Mary Jane walking down the red carpet at the premiere and he stops to watch. He goes home and thinks about calling her, but decides not to.

Amazing Spider-Man #40: "Sensitive Issues"
22 pages + cover • June 2002

Aunt May visits J. Jonah Jameson at the Bugle offices and tells him in person she is cancelling her subscription based on his anti-Spidey bias. At the school, Jenny asks Peter if he will come back to her neighborhood and check out a mystery for her. MJ calls to talk to May and Peter's aunt is unsure how to talk to her, knowing not if Peter has confided his secret to her. Back at Jenny's building, Peter meets her friend Susie, who tells Peter something weird has been going on. Lots of street boys who were getting cleaned up have wound up disappearing. They can't get the police to be interested in helping, so they turn to Peter to see what he can do.

Later that night, as Spider-Man, he cases Jenny's neighborhood. He senses trouble and witnesses a nearly invisible man sucking a boy into a giant whirlwind he has generated. Spider-Man attacks, but cannot touch the man. Turning solid, the man strikes out at Spidey and knocks him aside. Whenever Spider-Man tries to hit back, the man turns transparent again. Spidey tosses a garbage can lid, a la Captain America, and it boomerangs back and hits the man while he is solid. Spidey is able to get him off balance and land a few punches, but not for long. The man turns transparent again, warns Spidey to stay away from this neighborhood, and disappears in the whirlwind.

Back home, Aunt May arrives to say hello and to tell Peter that MJ will be in town for a photo shoot and wouldn't mind seeing him if he wanted to see her. He says that might be a good idea.

Amazing Spider-Man #41: "Looking Back"
22 pages + cover • July 2002

Spider-Man visits with Jenny and she tells him that there is a youth office named Lt. LaMont that might be able to help get a fix on the fellow with the tattoo he's looking for, a man called the Shade. Sure enough, LaMont cooperates and searches through police files, turning up a convict with the exact tattoo Spidey described. He is held in the Latterby Mental Institution, and, after Peter and Aunt May have a discussion in which she tells him that Mary Jane wants to see him at the airport terminal when she flies in that night, LaMont and Spidey go out to visit him.

His name is Richard Cranston and according to his guards, he hasn't spoken much in a while, and his tattoo is a recent phenomenon, burned mysteriously onto him since he has been incarcerated. Spider-Man asks him about his tattoo, saying he had seen it on another man recently, and Cranston explodes with rage, saying the man Spidey saw ruined his plan to escape from prison through the astral plane. He had developed an incantation to reach the astral plane so he could escape, which included burning an arcane symbol into his neck. Before he could successfully pull it off, the man who would later become known as Shade knocked him out and took his place. His transfer to the astral plane was not completely successful however, and the Shade screamed in agony as he left Earth's plane. Spidey realizes there's only one person he can go to for help filling in the rest of the blanks: Dr. Strange.

Amazing Spider-Man #42: "A Strange Turn of Events"
22 pages + cover • August 2002

Dr. Strange helps Spider-Man access the Astral Plane to search for the Shade and all the missing kids he's sucked in. He explains to Spidey that when the Shade's incantation went bad, it meant that in order for him to access Earth's plane, he had to replace his presence in the Astral Plane with another. That meant he sought out people that wouldn't be missed in order to maintain his limited time on Earth. Once he meditates on reaching an ectoplasmic form- through Dr. Strange's Hand of Vishanti object- Spidey becomes his astral form and flies across the night sky.

Meanwhile, the Shade has been led to Jenny, who he realizes has alerted Spider-Man to him and takes her into the Astral Plane. Spider-Man makes it to the scene just in time to access the plane through the whirlwind created by the Shade. Once inside, Spider-Man takes the fight directly to the Shade, where his fists can now make full contact. Jenny takes the initiative to release all those who were kidnaped by the Shade from their astral plane prison, and finally, Spider-Man knocks the Shade directly into the energy source which provided him his power, causing an astral explosion that wipes him out. Before Spider-Man leaves with Jenny and the rest, he checks out a strange spider creature that exists in the astral plane, one which doesn't want him around at all and expels him back to Earth.

Once back on Earth, he realizes it's a day in the future, and he's missed his meeting with Mary Jane at the airport. He heads over there in his astral form and sees her boarding the plane to go back to LA, and he can do nothing to stop her.

Amazing Spider-Man #43: "Cold Arms"
22 pages + cover • September 2002

Mr. Carlyle, the CEO of Nexus Industries, persuades Otto Octavius to sign on as a consultant to his company's high-tech research team. After showing off the power of his robotic arms, Octavius is told by Carlyle that he must have a private discussion with his aides about his hiring, and leaves the room. Now alone in the boardroom, a knockout gas seeps in. Octavius puts his arms on and tries to break out but finds the walls are solid steel. He has been trapped, and he falls to the ground, succumbing to the gas. While Peter tries in vain to reach an angry MJ by telephone, Carlyle explains to Octavius that he was kidnaped so his scientists could figure out how to replicate his arms into a 21st century reimagining. Carlyle shows off his new "octopus arms" that he wears around his body, and heads off to try them out by robbing a bank.

Peter and Aunt May decide to fly off to LA so he can see Mary Jane in person. Meanwhile, Octavius stews in his prison. Before the oxygen in his tank runs out, he calls out to his arms which are held in another room to come save him. They penetrate the cinder block cell they are stored in and break through the airtight tank Otto is held in. His power thus restored, Dr. Octopus heads out to take care of Carlyle.

Mary Jane is being told about her new movie role by the producer (it's a low-budget sci-fi flick where her main job is to run around scantily-clad.) Peter and Aunt May are trying to talk their way onto the lot when MJ intervenes, telling him he has two minutes to give her a reason why she shouldn't have him thrown off the lot.

Amazing Spider-Man #44: "Arms and the Men"
22 pages + cover • October 2002

Peter and Mary Jane's conversation gets off to a rocky start, but cool heads prevail before they are all introduced to MJ's leading man- a fellow dressed in a lobster suit. Peter and MJ agree to meet later. At Carlyle's hotel penthouse, he prepares to start living the high life when the real Doc Ock shows up to punish him for his transgressions. A melee breaks out in the highest floors of the hotel.

Peter hears about the ruckus on the radio and is forced to break away from his Aunt May to go fight the good fight. The Octopi are going at it in pitched battle when Spidey shows up. Doc Ock warns him to stay out of the fight, but it's a no-go: Spidey takes it to them both. Carlyle brings down the hotel around them, with Spidey buttressing up the falling walls with a single column; he pleads with Doc Ock to help so they can buy time for civilians to escape.

Octavius helps hold up the falling wall, and all the innocent bystanders make their way out. As soon as they're gone, he pulls his arms back, letting the wall fall on Spider-Man, and then he sets out after Carlyle.

Amazing Spider-Man #45: "Interlude"
22 pages + cover • November 2002

Spider-Man is stuck at the bottom of tons of hotel wreckage and debris. He runs out of air and is forced to suck oxygen through tubing at the bottom of the wreck. While he struggles to gain his way to freedom, Carlyle is looking for a good place to grab hostages. He finds his way to the movie studio where MJ is filming her movie.

Spidey finally breaks free. Meanwhile, Doc Ock has made his way to the studio to take down Carlyle, who just happens to be threatening Aunt May. Octavius will have none of this and they start to brawl once again, with Carlyle having the upper hand by the time Spidey shows up. As he's tangling with the new Octopus, Otto feeds him some information that might help him beat Carlyle. Spidey goes for the rear compartment of Carlyle's suit, which Octavius had weakened, and he rips into it, causing his suit to disintegrate.

Doc Ock makes a getaway, and later, Peter and MJ have a conversation about their future together, with MJ giving her deep concerns about being a third wheel in her marriage with Peter Parker and Spider-Man. Peter pledges undying devotion until she can make up her mind.

PETER PARKER, SPIDER-MAN #44-47:

Script: Paul Jenkins
Pencils: Humberto Ramos
Inks: Wayne Faucher
Colors: Studio F

Peter Parker, Spider-Man #44: "A Death In The Family, Part One"
22 pages + cover • August 2002

While Peter confides in his fears with his Aunt May, the one man who can help him resolve certain unspoken issues is currently plotting his death- Harry Osborn, aka the Green Goblin. Spider-Man wanders around the city, moping about Mary Jane, when the Green Goblin surprises him on the city rooftops in a torrential downpour. Peter tries to cajole the Goblin into giving up on pursuing such a stupid cycle of violence. The Goblin retorts that it's beyond their control, and he bets Peter five bucks and a pizza that it's within Spider-Man's power to end it, all he has to do is follow through with killing him. Spider-Man refuses to even consider it, and the Goblin tells him he might not have much of a choice when dealing with him from now on.

Peter Parker, Spider-Man #45: "A Death In The Family, Part Two"
22 pages + cover • August 2002

The Goblin begins his campaign of mental cruelty by going on a TV talk show and saying that it was Spider-Man's fault Gwen Stacy died. As Harry Osborn, he also pulls Flash Thompson, a recovering alcoholic, into his game. He sets Flash up by having some of his hired thugs pour whiskey down his throat, getting him toxically drunk, and then having him crash an Oscorp tanker truck into a building at the school where Peter works, leaving Flash critically injured. Spider-Man realizes the Goblin is going overboard trying to get him to take the bait.

Peter Parker, Spider-Man #46: "A Death In The Family, Part Three"
22 pages + cover • September 2002

Peter wakes up one day to find a pumpkin and a picture of his Aunt May sitting in his kitchen, a clear threat from the Green Goblin. Harry visits Peter's school to offer a huge financial gift from Oscorp to defray the damages done by Flash's accident. Harry visits with Peter at the school in a very intimidating manner. Peter has had enough, and sets the stage for a showdown later that night. He visits Flash, who rests in a coma, before he heads to see the Goblin. Spidey finds him in a warehouse and they start the rumble.

Peter Parker, Spider-Man #47: "A Death In The Family, Part Four"
22 pages + cover • October 2002

The fight begins, and it is brutal. The Green Goblin continues to make threats against Peter's loved ones while they fight, but he seems unmoved by the Goblin's taunting, which enrages the villain even more. Finally, though, Peter appears to snap, and beats the Goblin to the point where he cracks his ribs, and then the Goblin appears to goad Peter into finishing him off. Peter backs off and sits down, defusing the situation, with the Goblin joining him. They actually share a laugh, as the weirdness of this particular situation starts to dawn on them. Peter turns the conversation to the misery of Harry Osborn's real life, and how that's satisfaction enough for him; to kill the Goblin would be an act of mercy for all the bad things he's done. He leaves the Goblin with the parting idea that nothing he did to him would stir him to give the Goblin what he really wants, which is for Peter Parker to reduce himself to murder.

Harry Osborn returns to his office and finds a pizza with five bucks taped to the box. He throws the pizza against the wall and opens his desk drawer, considering the gun he has tucked inside. Then he breaks down and starts to cry.

Spider-Man's Tangled Web #10: "Ray of Light"
22 pages + cover • March 2002

Script/Illustrations: Kaare Andrews

A fight between Spider-Man and Electro crashes into the home and reality of two young brothers being raised by a single mom.

Spider-Man's Tangled Web #11: "Open All Night"
38 pages + cover • April 2002

Script/Pencils: Darwyn Cooke
Inks: Jay Bone
Colors: Matt Hollingsworth

Valentine's Day for a handful of Daily Bugle staffers goes haywire in the wake of Peter Parker going MIA after losing a fight to the Vulture.