AMAZING SPIDER-MAN #46-58, 500:

Script: J. Michael Straczynski with Fiona Avery
Pencils: John Romita, Jr. with John Romita, Sr.
Inks: Scott Hanna
Colors: Brian Haberlin and Dan Kemp & Avalon Studios
Cover Artists: Frank Cho, Mike Deodato, Terry Dodson, Tony Harris, Jason Pearson, John Romita, Jr.

Amazing Spider-Man #46: "Unnatural Enemies"
22 pages + cover • December 2002

Dr. Strange meets with Peter in one of his dreams, explaining to him that when he ignored his warning to not walk off the path while in the Shade's dimension (see ASM #41), he tipped off some dark forces in that mystery world to his existence. Spidey does some Strange-aided research and finds out that the dark force in question is some kind of wasp creature that wants to eat him. The wasp creature sets out immediately after Spider-Man, crossing the portal to Earth's dimension and locating the web-swinger on one of his night patrols. She identifies herself as Shathra and wants to "play" with Spidey, but her version of play is violently attacking him!

Spidey plays along to size up her abilities, then tries to escape to buy some time to plan an attack. But her tracking abilities lead her straight to him. He races down into the subway and manages to lose her down there. The next day, Peter muses about his relationship to the spider kingdom, wondering how the supposed "totemic power" of the spider plays out in his real life as a human. While walking to work, he is shadowed by Shathra, who then tries an entirely different approach to hunting down her prey: she goes to a newspaper in a human guise and starts a campaign of harassment against Spider-Man.

Amazing Spider-Man #47: "The Life & Death of Spiders"
22 pages + cover • January 2003

After Peter helps a student with an after-school science project, he heads to the teacher's lounge, where he sees Shathra on live TV news, giving out scurrilous allegations of Spider-Man, based on claims she had a personal relationship with him. The allegations include having an affair with her, and all kinds of sexual deviancy, so Peter immediately calls Mary Jane, who has seen the reports and is very upset, to tell her none of it is true. Watching, too, is Ezekiel, who realizes powerful forces have begun to play out...

Peter reaches such a rage that he heads over the TV studio as Spider-Man and confronts Shathra, who is still in her human form. Just as she is about to utter his real name, he punches her, causing the studio crowd to gasp. Shathra drops her human disguise and cackles that she has gotten what she wants: she has drawn out the spider. They start to tussle again, with the fight heading down into the streets. Shathra inflicts a grievous sting into Spidey's back, and he has no choice but to hide in the back of a cab and lose himself in the city streets. Dazed and nearly unconscious, on some instinctive level he heads to a science and natural history museum, where he crawls into a spider cage.

Amazing Spider-Man #48: "A Spider's Tale"
22 pages + cover • February 2003

Ezekiel heads to the museum and pulls Spider-Man out of the spider cage and takes him to Ghana, Africa, where he can recuperate at a safe distance from Shathra. He tells Peter about the first "Spider-Man", an African named Anansi. He tells Peter that he is also part of the spider tradition, except in this incarnation he is a combination of the spider and of science. Ezekiel shows Peter around the encampment, where he is excavating ruins of a distant past where there was spider worship. He tells him that Shathra is likely coming to face him very soon, and that he can use the power of this locale to feed into the totemic power of his spider essence.

Once Ezekiel leaves, Peter changes into his Spider-Man costume in preparation for Shathra. Their fight is fierce, with Spidey doing his best to buy into Ezekiel's advice. He begins to submit to the spider power and soon a veritable army of spiders crawls from the surrounding area and covers Shathra, biting her and dragging her to a deep pit where she falls to the dark bottom.

TV news programs report on the hoax of the woman claiming she had a relationship with Spider-Man. Mary Jane has a new resolve to settle her differences with Peter, and she boards a plane from LA to New York to see him.

Amazing Spider-Man #49: "Bad Connections"
22 pages + cover • March 2003

In Ghana, Ezekiel explains more about Peter's connection with the spider totem, and in fact, Peter seems to become far more comfortable with the notion himself. He heads to the airport to go back home, and decides he wants to surprise Mary Jane with a visit to see her in LA, so he can go over the whole Shathra thing in person. Meanwhile, Mary Jane has made it to Peter's spare apartment in New York, and Peter makes it to LA. Neither is where they are supposed to be, nor can they contact each other. They misconstrue clues they pick up, gleaned from each other's place of living, that make them think that both are on their way to a new life. Each of them decide that perhaps it's best to move on.

Peter boards a plane back to New York, and MJ boards a plane back to LA. A freak weather occurrence lands them both in Denver, and miraculously they bump into each other.

Amazing Spider-Man #50: "Doomed Affairs"
23 pages + cover • April 2003

As Mary Jane relates her personal fears to Peter, thinking she didn't mean much to him anymore, Peter notices none other than Dr. Doom being led through the airport terminal by security guards. All of a sudden, his spidey sense goes off, but it's not inspired by Doom, but by a suicide bomber who shouts "Death to tyrants!" and then detonates a ring of dynamite wrapped to his chest. The massive explosion destroys the terminal, and when Peter checks on one of the security guards, he realizes it's Captain America in disguise! He helps Cap rouse himself when they realize the assassination attempt on Doom is not over yet.

A giant armored suit rises through the rubble to finish off Doom, who lies unconscious. Spider-Man attacks the armor, telling him he can't do away with Doom on his watch. Cap helps Spidey put the kibosh on him, but not before the armor puts out a signal that Cap interprets to mean a distress signal has gone out to get more help. As they sit and wait, Peter goes to continue his conversation with Mary Jane, even though he is still dressed as Spider-Man. Even though the situation is awkward, MJ continues telling Peter how he has seemingly shut her out of his Spider-Man life all these years. Before she can finish, another cadre of armored anti-Doom rebels make their way into the terminal. They, too, don't survive the combined assault of Captain America and Spider-Man.

Peter tries to explain to MJ the best way he can that he truly does need her in his life, and to express it even more sincerely, he takes off his Spider-Man mask to tell her how much he really needs her. Dr. Doom thanks Cap and Spider-Man in his own arrogant and condescending way before moving on, and Spider-Man takes the opportunity to introduce Mary Jane to Captain America. Mary Jane and Peter, now back together, spend some time in each other's company to restore their true love for each other.

Amazing Spider-Man #51: "Digger"
22 pages + cover • May 2003

In a prologue, in 1957 Las Vegas, a group of mob bosses are gunned down and have their bodies dumped in the distant desert sands. Later in time, the military conducts gamma bomb testing on the area, unsuspectingly unloading a heavy dose of radiation on the mass grave. Shortly after, a strange creature rises from the pit and stalks off into the night...

While Peter and MJ enjoy their "getting back together" period, the creature has made his way to New York City. It tracks down one of its target's men, who is shaking down a pimp. It's target is Forelli, the gangster who ordered the death of all the men who's body parts now form the creature called Digger. Digger kills all the men but one, telling the lone survivor to spread the word that "the boys are back in town." Then he brings the whole building down around them with his great strength. Lamont shows up at the scene to investigate, and realizing he needs major league help with this job, calls on Spider-Man. They note that multiple fingerprints appear on the crime scene, all supposedly created by the perpetrator, which is further described by eyewitnesses as being big and green and looking for Forelli.

Digger shows up at an old haunt- the Starlight- which is now an urban nightclub playing hip-hop music. Digger goes on a rampage when he realizes how time has changed what he used to know, and he starts throwing people around and tearing down the walls. In the neighborhood on patrol, Spidey shows up to check things out....

Amazing Spider-Man #52: "Dig This"
23 pages + cover • June 2003

Spidey sizes up Digger as a mean, green, fighting machine. The two tussle for a brief period of time, with the Digger proving to him with a couple well-placed punches just how incredibly strong he is. But just as he is thrown against the wall with tremendous force, Digger escapes. Spidey speaks to Lamont, who shows up on the scene, and they discuss new clues coming in about the origin of this creature. While there, Spidey is approached by an associate of Forelli, who requests that he come meet with the mob boss.

At Forelli's mansion, the mob boss explains that he has reason to believe the Digger is coming after him, and he requests Spider-Man's help in being his bodyguard. Spidey rationalizes that since the Digger is intent on destroying Forelli, and he'll need to keep close watch on him in that case, he will accept the offer. Forelli makes him a fantastic deal: 10 grand a day to be on call. Forelli doesn't admit that he knows why Digger is after him, though, saying only that it may have something to do with former associates. He introduces Spider-Man to his daugther, Lynne, who according to Forelli is oblivious to his life as a mobster, and as he has gotten older, all he wants to do is remove himself from his former life and protect his family.

While Peter teaches science at school, Digger rests in the bowels of the sewers, reading up on the history since he's been dead and recharging his depleted energy. Later that night, a call from Forelli interrupts a romantic evening between Peter and MJ. He webs his way out to the city docks, where Forelli shows him the debris of a container ship he owned that Digger destroyed, killing many aboard. He flies Spider-Man out to Las Vegas, so he can do research on Digger, since Forelli is sure the creature has something to do with the gangsters that were killed that night in Las Vegas in 1957. When Peter arrives at the site Forelli tipped him off to, he finds a crowd of anti-nuclear activists picketing the area. He realizes there's a gamma-radiation team investigation radiation in the area and finds out that bomb tests occurred in the area years ago, and that body parts were recovered that may have recomposed themselves in a Hulk-like form.

Amazing Spider-Man #53: "Parts and Pieces"
22 pages + cover • July 2003

Peter calls Mary Jane to tell her he thinks he's filling in the pieces of the puzzle about Digger. Meanwhile, the creature is roaming the streets, looking at the life it used to have, the life it had when it was all those different people, now fused into one creature. Digger rededicates himself to the destruction of the one who took it all from them- Forelli. Peter returns, and he and MJ continue their reconciliation, but later, Digger busts into a gambling club run by one of Forelli's associates. Spidey gets there to find the crowd running for their lives. He alights to the floor of the building and starts reading off the list of gangster's names killed in 1957, which sets Digger off, causing him to lunge furiously at Spider-Man. As Spidey tries to buy time to get a strategy to defeat him, a gang of thugs hired by Forelli comes in and fires on Digger with machine guns. Their first barrage stuns him, their second barrage nearly brings him down, but he regains enough strength to bring the load-bearing wall of the building down, causing it to crumble completely.

Spidey checks the wreckage and finds a piece of debris with green fluid on it. Thinking it possibly Digger's gamma radiated blood, he takes it for further study. First he goes to see Forelli and warns him never to send thugs out to work the same case he's working. Lynne sees Spidey speaking roughly to her father and slaps him. As Spidey leaves, Forelli explains to his daughter that Spider-Man is the only person who can help protect them.

Amazing Spider-Man #54: "The Balancing of Karmic Accounts"
22 pages + cover • August 2003

Spider-Man heads to a bio lab to run tests on Digger's blood. He finds out that it's a composite of many different blood types, which is causing him to have to work overtime on a cellular level just to stay alive, a job which his gamma-radiated power helps cover for. But Peter feels if he can keep him going until his energy runs out, he has a shot at beating him. Peter makes a stop to discuss his plan with Lamont, then heads over to Forelli's, where he demands that the mob boss tell him everything he knows about Digger and what caused him to want to kill him. Forelli refuses to admit his complicity in the deaths of all those men in 1957, but just then, Digger busts through the walls of the mansion. He lunges for Lynne, but Spider-Man is there to save her. Digger shouts that he's going to kill everybody that Forelli loves, starting with his daughter. But Forelli speaks up and finally admits that it was he that had all those men killed who now compose Digger, and it is he that Digger should go after, not his daughter.

Spider-Man keeps the heat on Digger, beating him and pushing him and keeping him off balance until he can get him outside. Forced to rest, Digger runs away down into the sewers, but Spidey follows. Making his last stand, Digger explodes. Peter turns over a tape to Lamont which plays Forelli admitting his crimes. His daughter is shocked and in disbelief, but Forelli is resigned to his fate.

Peter takes all the money he made from Forelli and donates it to the new construction of the Gwen Stacy Memorial Library.

Amazing Spider-Man #55: "Unintended Consequences"
22 pages + cover • September 2003

Peter bumps into a girl named Melissa on the streets who seems to be hanging out with a rought crowd. She gives him a lot of lip when he tries to help her get back to school (she is walking on crutches after getting a broken foot.) Something about her inspires him to check her file, and finds out she was interested in biology class but due to a confluence of events, had to drop the class for PE. With her broken foot making PE a big waste, he helps switch her out and back into biology. She is excited to hear about this until she finds out who the teacher is- that nerdy Mr. Parker.

While helping Melissa home with her books, they find a bunch of thugs stealing her home's TV set and other belongings. Peter manages to clumsily take the robbers out without revealing his considerable Spidey strength. Later, Melissa's mother thanks him for his troubles, and says that times have been tough since her older brother was caught by Spider-Man stealing a car. Peter sees her brother Josh's picture on the mantle and recognizes him. Peter rushes out to meet Mary Jane for dinner and tells her all about his conflicting feelings about Melissa and her life since her brother was put in jail because Spider-Man put him there. Later that night, Spider-Man pays a visit to the gang of thugs who was terrorizing the neighborhood with robbery sprees and warns them to stop it. He bumps into Ezekiel on a city rooftop, and explains to him how he is torn about the Doctrine of Unintended Consequences, where he does good by busting a kid stealing a car, but it winds up hurting good people who depended on that person. Ezekiel tells him in a cryptic way he'll try to help him find an answer, then disappears in the shadows.

Amazing Spider-Man #56: "The Revolution Within"
22 pages + cover • October 2003

Melissa comes to class and notices Mr. Parker hasn't had much sleep. Peter reflects on his last night, where he monitored Melissa to make sure she wasn't getting into trouble- sort of taking the place of her big brother. He saw where Melissa spent the night sneaking out of her apartment window and meeting with some kids who were willing to help her look for her brother, now out of jail and missing. Some other toughs show up and threaten them, and without exposing himself, Spidey tosses some roofing material down on them, giving Melissa and her friends a chance to escape.

After school, Melissa opens up with Peter about her brother, Josh, telling him that he was a bright student but had bad teachers. Later, Peter does some investigative work to find Josh. He learns that Josh was released from jail on good behavior. He sees Ezekiel on the courthouse steps, but after saying he was working on an "interesting case," Ezekiel disappears again! Peter checks in with a stoolie to get some info, and finds out about a bunch of gangs gathering in a big warehouse downtown, and that Josh might be involved in that. As Spider-Man, he visits the warehouse and sees a bunch of young kids milling about. He heads inside and eavesdrops on them, as they speak in very erudite English. Josh is there. He leaps down to confront Josh and tell him his family is missing him. There is a light tussle but then Ezekiel walks in.

He stops Spider-Man and explains that this group of kids is here at his arrangement. He culls the best and brightest kids who spend time in jail to organize for a purpose that he keeps from Spidey, but tells him its nothing illegal and that he requests that he keep it confidential. Spidey agrees, but demands that Josh go see his family. Later, Peter accompanies Melissa to see Josh, who is waiting for her at her home. She is overjoyed to see him, and explains that Spider-Man told him to come visit. Peter leaves them to get back to normal.

Amazing Spider-Man #57: "Happy Birthday, Part One"
22 pages + cover • October 2003

Peter realizes a book order he placed was messed up by the rude and domineering school secretary known as Julie in Administration. He argues with her about it, but gets no satisfaction after she power trips all over him. Later that night, Peter and MJ notice some strange lightning coming through the window. Reluctantly, he heads out as Spider-Man to investigate. He goes downtown, where the strange light emanates from and sees Iron Man, Thor, the Thing and the Human Torch duking it out with hundreds of the Mindless Ones from Dormammu's dimension. The Thing gets Spidey up to speed on how the Mindless Ones just appeared in Times Square and how Reed Richards wants everybody to keep them bottled up until he can figure out how to send them home.

Spidey sees a woman being threatened in her apartment and he goes to save her. It's Julie from Administration! And after he puts her down, she asks for his autograph. Spidey complies, by etching it onto a ventilator lid. He joins up with the rest of the heroes, including Cyclops of the X-Men, and Reed explains how he's going to fire a ray gun at the Mindless Ones that all the heroes will augment with their own powers, sending them back to where they belong. Spidey suggests they wait for Dr. Strange to show up, since he would know how to deal with this best, but because time is running out, they decide not to wait.

It seems to be working, but Dr. Strange suddenly shows up and stops them from continuing, explaining they have fallen into a trap designed to allow Dormammu to return to Earth. He followed the energies cast by Earth's heroes into his dimension, coming back to Earth and led out of a dimensional trap that Dr. Strange had captured him in. And, sure enough, Dormammu is back!

Amazing Spider-Man #58: "Happy Birthday, Part Two"
22 pages + cover • November 2003

Dr. Strange explains to all the assembled heroes that they have been tricked by Dormammu. He tells them their only hope now is to tackle the Mindless Ones and let him try and take out Dormammu. As the two mystics clash, the rest of the heroes take it to the monsters from Dormammu's dimension. Spider-Man saves several people from being hurt, and when he scans the battlefield, he sees Dr. Strange all alone with Dormammu and decides to help him, much to Strange's chagrin. Spider-Man's presence in his mystical sphere of battle changes the elements of his spell, causing both of them to instantly depart from Earth's plane of reality.

They find themselves floating in an abyss of space and time, and Dr. Strange has to patiently explain what is happening to the incorrigible Spidey. They are suspended in a zone of time before recorded time, and Strange tells Spidey that the best thing he can do to help would be to "shut up." He casts a spell and they are back on the battlefield, but moments after the fight has ended. He sees all the heroes dead, with the city torn to shreds and Mindless Ones chasing after Mary Jane. He blows through a bunch of them but can't reach the one with her in its grap, and it snaps her neck. He collapses in a heap and then finds himself behind a tombstone in a graveyard. He peers over the edge and sees himself as Peter Parker, talking to Aunt May, who is buried below. Suddenly, Peter puts on a Spider-Man outfit.

Just as suddenly, Spidey finds himself in a broom closet, looking out at his younger self seconds before the radioactive spider lowered itself to bite him. At the same time in the graveyard, policemen converge on his future self, guns drawn...

Amazing Spider-Man #500: "Happy Birthday, Part Three"
38 pages + cover • December 2003

Spider-Man realizes he has the power to stop both events from taking place. At the graveyard, he sees the police converge on his future self, with Lt. Lamont explaining they're going to have to take him in for the crime he's committed. The future Spider-Man explains there's no way he can be taken in, so he makes a last stand. The police open up their rifles at him and he leaps out of the way, valiantly fighting until he's shot down.

In the case of his spider bite, he realizes he can stop everything from happening, including getting his spider-powers, and Uncle Ben dying. But he thinks on how many other people will die because Spider-Man wasn't there to save them, and he can't stop it. Peter is bitten. He fades back into the darkness of the broom closet, and is bidden by Dr. Strange to enter the Spell of Becoming he has just cast and sent his way. He tells Spidey to follow his voice through all that happens and he may be able to return him to his real time.

As he allows the cast to take over him, he finds himself battling Sandman at his old high-school. He reaches for the vacuum cleaner to suck him inside, then he disappears again, finding himself battling the Vulture. The bird-man gets some licks in on him and drops him into a water tower. Spidey nearly drowns before he appears in a dense swamp, with the Lizard breathing down his neck. He gets bashed around by the Lizard's super-strong tail and then finds himself being electrocuted by Electro. He leaps at Electro, putting his all into a good solid left-hook, and then he's once again on the road following Dr. Strange's voice.

This time, he's on board a ship with Betty Brant hovering over the dead body of her brother Bennett. She slaps him and tells him it's his fault. Next, he's transported to a movie soundstage, where he's facing Mysterio, then the Hulk. The giant green monster brings down masses of concrete all over him, burying him. When Spidey lifts his head, he realizes he's stuck beneath a huge object with a canister of ISO-36 inches away from him. He must save Aunt May's life, so he finds all reserves of strength to lift the object off his back and make it out alive.

Once again, following Dr. Strange's voice, he sees the Goblin flying high, with Gwen Stacy screaming for her life atop a bridge rampart. He knocks her off the ledge and Spidey shoots his web down to catch her, but too late. Spider-Man can no longer continue, and Dr. Strange draws near, explaining to him that there is more to accomplish if he wants to return home. Rising in defiance of the defeatist voice in his mind, Spidey takes on dozens more of his foes: Venom, Kingpin, Shocker, Carnage, Morlun, Dr. Doom, Juggernaut, Scorpion, the Circus of Crime, Digger, Rhino, Doc Ock and more. Each one brings him closer and closer to his reality:

Finally, he is home. He has reached the stage where he entered the battle against the Mindless Ones. He races to the rooftop and begs Reed Richards not to fire his weapon against the Mindless Ones, to instead wait for Dr. Strange to arrive. The assembled heroes discuss the merits of this, and are won over to Spider-Man's side. They race down to the streets and take on the Mindless Ones. Soon, Dr. Strange has arrived and casts a spell that puts the Mindless Ones in their place, and leaves Dormammu stuck where Strange last left him. Before they take leave from one another, Dr. Strange gives Spidey a gift, a small box. As Spider-Man leaves, Baron Mordo arrives and kidnaps Dr. Strange at a weak point in his powers (a story continued in the Strange mini-series.)

Spidey returns home and is given a surprise birthday party by Mary Jane and May. After the party, Peter goes out to the roof for some fresh air, and opens the box Dr. Strange gave him. Inside is a magical note that says "You have five minutes. Spend them as you wish." Magically, the ghost of Uncle Ben appears before Peter. Ben presses Peter in the five minutes they have on the question of Peter's happiness. He finally gets Peter to admit that, yes, he is happy with his life. Ben tells him that is all that matters and to not worry so much about all the other stuff. They share their love for each other and then Ben is gone.