UNCANNY X-MEN #35
Marvel | Back To Uncanny X-Men | August 1967 | Volume 1 | USA | 247 Owned
Spider-Man

Basic Information
Published
August 1967
Comic Age
Silver
Cover Price
$.12
Issue Facts
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  • First appearance of the Shape shifting mutant villain/hero "MASTER" (Later known as Changeling)
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Stories May contain spoliers
 Along Came A SPIDER..! 

Since being freed from their control, the mutant Banshee has been searching for the secret base of the Factor Three conspiracy. Searching the mountains of a small European town, Banshee uses his sonic powers to discover that one of the mountains is really hollow and correctly deduces that this is the secret hideout of Factor Three. However, the mountain is not unguarded, as a panel opens to reveal a spider-shaped robot that is armed with a paralysis ray. Although it strikes Banshee, he manages to make an escape before it had a full effect on him. Returning to his base of operations, he sends out a radio call to his friends the X-Men to tell them what he has learned. Banshee passes out before he can complete his communication, which only tells the X-Men to "beware of the spider". When agents of Factor Three arrive on the location, they find out that Banshee had attempted to contact the X-Men and report back to their commander. The commander of Factor Three then orders them to send out the spider-robot in one of their saucer crafts.
The X-Men have been searching around the mansion and through the Professor's notes to find out what they can learn about Factor Three so they can be ready for their next attack when they get Banshee's incorrect message, leaving them to ponder what exactly their comrade was warning them about. At that very moment, Peter Parker is riding his motorcycle through Westchester Country and decides to stop for a break near a stream. When he spots Factor Three's saucer in the sky, Peter ducks into an abandoned house and decides to check out the saucer as Spider-Man.

Changing into his costume, the wall-crawler approaches the saucer and is surprised when it opens up and reveals the spider-robot, which attacks Spidey right away. The battle between the robot and Spider-Man triggers Cerebro's alarm sending the X-Men (minus Marvel Girl) to go and investigate, driving out to the location in the Professor’s Royals Royce. In the meantime, Spider-Man has managed to grab the spider-robots paralysis ray and turn it against the machine, causing it to explode and leaving no identifiable rubble.

When the X-Men arrive on the location, they mistakenly believe that Spider-Man is an agent of Factor Three; rationalizing that he must be the "spider" that Banshee warned them about. The mutant heroes attack the Wall-Crawler, who tries to explain to them what happened. Although the X-Men come on strong, Spider-Man's superior fighting ability allows him to easily avoid capture, while Cyclops pleads to Spidey to stop fighting and listen to them.
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