* 1ST APPEARANCE "Mister Fear" (Alan Fagan) the nephew of the third Mister Fear, Larry Cranston.
* HAWKEYE (Clint Barton) Guest Appearance

It is 11:00 p.m. as Spider-Man is web-swinging above Manhattan's theater district. Suddenly there is an explosion, and he descends to find an armored car blown open and a man with a bow and arrow running away. The man turns out to be Hawkeye, who recently quit the Avengers. When Spider-Man approaches, Hawkeye warns him to keep his distance. He stammers that he has weapons and won't let Spider-Man "hurt him." When Hawkeye nocks an arrow, Spider-Man realizes that something is dreadfully wrong. He tries to calm him down, but Hawkeye says it is a trick and lets fly his arrow. But because he is trembling too much, the arrow misses, so he flees once more. When Spider-Man catches him, Hawkeye prepares to load another arrow, so Spider-Man punches him in the jaw and he falls senseless to the ground. Spider-Man knows that he did not hit him hard enough to knock him out. Rather, it seems as if Hawkeye fainted in terror. By this time the police arrive, so Spider-Man quickly carries Hawkeye to the roof of a building. The archer slowly revives and apologizes for making a fool of himself. He explains that after the government forced him out of the Avengers, he found work as security chief for Cross Technological Enterprises.

CTE was shipping some valuable cargo in the armored car and he was helping guard it when the explosion occurred. The driver was knocked out, but as the smoke cleared, Hawkeye confronted the thieves. All wore costumes and masks. But before he could do anything, he became paralyzed with fear. With the gang leader's laughter ringing in his ears, and fighting nausea, Hawkeye ran as fast as his legs could carry him. When he concludes his narrative, Hawkeye realizes that he must have inhaled a drug in the smoke, and Spider-Man comments that his description reminds him of Daredevil's old foe, Mr. Fear.

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