* "BLACK WIDOW" (Natalia Romanova) Guest Appearance
* OWL (Leland Owlsley) Appearance

One night while web-swinging over the city, Spider-Man spots the Black Widow crouching on a dark rooftop overlooking Manhattan's Lower West Side waterfront. Using a wrist radio, the Widow informs her partner, Simon Stroud, that she has discovered the gang of arms smugglers that they have been looking for. But before she can finish talking, Spider-Man playfully puts his hand over her mouth. Startled, she flips him over the edge of the roof, but he quickly returns and explains that he has been following up rumors that led him to the same gang. They agree to work together, relocate and begin anew. As the smugglers depart in a van, the Widow tells him to let them go, because she wants them to lead her to the person behind the racket. She radios Stroud their direction—downtown toward the Brooklyn Tunnel—and Spider-Man web-swings away in pursuit. Although he promised the Widow that he would not capture them, he wants to make sure that they do not lose them, and he lands quietly atop the van. Since the Black Widow is involved, he muses, this operation is probably much more sinister than a simple smuggling ring.

When the van arrives in Brooklyn, Spider-Man watches the men unload their contraband into a warehouse. Through a skylight, Spider-Man overhears one of the gangsters say that there is a big "hit" planned for the next day. Suddenly Spider-Man's spider-sense tingles, and he is startled when the Black Widow sneaks up on him. It is time to make their move, she says, and she and Spider-Man attack.

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