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A fine down payment.

But when do I get the rest, Ms. Silver?

Or can I finally call you Miss Silvermane?

Yes, you may. You'll get paid again...

as soon as you kill that expos�...

the "Daily Bugle" is preparing on me and my organization.

And, Tombstone, don't forget...

the incriminating photos they have of me.

I must have them.

They're yours. I've already got my plan in motion...

to collect a favor from an old friend at the "Bugle."

And to think, I once wanted to date her.

You're lucky it didn't work out, Peter.

Who'd have thought Alicia Silvermane...

would take over her father's criminal empire?

We're finally gonna blow this Silvermane story wide open.

But it seems no sooner does one problem get licked...

when something worse turns up. See?

Take this bandana gang, for instance.

They're terrorizing everyone.

I get to thinking this city's no place to raise a son.

I often try to convince Jonah...

that Spider-Man is making this city safer to live in...

but I guess Spider-Man can't do everything.

No. But he might give it a try.

Hey! Get out of here!

We're just doing a little car shopping.

Got something against that?

Let go of me, you miserable punks!

- Take care of him. - He can't do anything to us.

You want in the posse or not? Do it now!

Isn't it a little late for a test drive?

It's Spider-Man! Let's jam!

I wasn't gonna do anything to him!

That's not what it looked like from my angle.

You?

Randy Robertson? What's he doing with these punks?

Is crime going to infect and poison everyone I know?

Where's the Parker kid? We have some business to discuss.

Who are you? What do you want?

The name's Tombstone, and I want Parker's negatives.

- I'm calling the police! - Be my guest.

Was it right for me to just let Randy go like that?

Poor Robbie. He can't possibly have any idea...

what his son's been up to.

But do I want to be the one to tell him?

Stop! Stop!

Hello, police? This is an emergency!

There's a monster in my house and he's...

Now you've made me mad!

Pay dirt.

Spider sense? Here?

Tombstone! No! Aunt May!

If he's hurt her...

No, officer, I'm all right. He's gone.

I'm so afraid! Who knows what this monster...

might do to my nephew Peter?

Oh, good. She's all right.

Better not let her see Spider-Man.

That might upset her even more.

- Pull over! - You?!

I said pull over!

Oh, yeah, I forgot. You and Parker are buddies.

Where do you get off attacking defenseless old ladies?

Is that how you get your jollies?

No, that was work. This is how I get my jollies.

I didn't say I was finished with you, rock head!

And I'm not through with you!

But I'm late for a funeral... yours!

Way to go, Spidey. You get angry...

you get careless, and you lose your man.

The amazing Randy slips right out of the spider's web!

Spider-Man? He's nothing but a wimp in red and blue spandex.

So, did I make it? Am I in?

Chill, Ran-day.

That was just the first stage of your initiation.

Now you're ready to meet the big boss.

You're gonna have to pack some heat for the next stage.

- Huh? But... what... - You got a strap, don't you?

Yeah, sure. I got one at home.

And I tried to call the police, then he ripped the phone out!

Aunt May, the important thing is you're OK.

- You should get some rest now. - Yes, I suppose I should.

Who knows who else will show up here?

Some giant lizard! A human octopus!

Peter, you really must find some other line of work.

Everything's here but the negatives...

for the Alicia Silvermane expos�.

Tombstone must have taken them. That means Robbie's in trouble.

He's got the only other copies.

I've got to warn him about Tombstone!

Should I tell him about Randy, too?

Where's Dear Abby when you need her?

Martha, I'm home.

Oh, thank goodness. We have to talk.

- What's wrong? - The school called.

Randy's been cutting classes for over a week.

What? I can't imagine him behaving that way.

You're just so busy these days! You don't know your own son!

Honey, I'm sorry. I didn't mean that.

- I'm just so worried. - Where is he now?

He's out, and don't ask me where.

He doesn't tell me anymore.

Randy! What are you doing?

Nothing.

Nothing? You call this nothing?

What did you want with my old service revolver?

Don't you know how dangerous these things are?

What is this? You're not in that gang, are you?

What if I am? At least they care about me!

And you think we don't?

The posse's always there for me! Like a family!

And I'm gonna prove myself to 'em!

- Randy, you don't have to... - You just don't understand!

Well, looks like Robbie's got the bad news already.

Hello?

- Hey, homey. What's up? - Who is this?

Don't tell me you've forgotten my voice, Mr. Straight Arrow.

Lonnie? But it can't be. I thought you were...

Don't be so sure I'm not.

I want to meet and talk about old times.

I can't right now.

Oh, yes, you can. See, I especially want to rap...

about a good friend of mine...

a foxy lady by the name of Alicia Silvermane.

What's wrong with Robbie? He looks like he's seen a ghost.

Meet me at Veteran's Memorial Park, midnight.

Something urgent's come up at the "Bugle." I have to go.

Yeah. Something urgent's always coming up.

You go straight to your room.

We'll continue this when I get back.

This is a cheery little spot. Glad I came along for the ride.

- Lonnie? You here? - I'm here.

I still can't believe you're alive.

- Am I? - Oh! What happened to you?

Oh, this? Just a little mishap.

You haven't changed much, though. Still a straight arrow.

Robbie and Tombstone? Buddies?

I want the Silvermane story buried, Robbie.

What makes you think I'd do that?

You owe me, remember? You're an old friend, Robbie...

but if you don't kill that story on your own...

- I'll make you do it. - No way!

Always the straight arrow.

- You again! - Revoltin', isn't it?

I was sloppy last time, Crypt Keeper!

This time I'm at the top of my game!

Now I'm gonna prepare a coffin for you...

a real flat one, brother.

He ain't my brother, he's heavy.

No!

Seems like you're always saving my tail. Look!

Rest in pieces.

How do you even know somebody like that?

I've been asking myself the same question for the last hour.

I knew Tombstone way before he was "Tombstone."

His real name is Lonnie Lincoln.

Closed? Dang!

You know, it's your fault we're too late, Straight Arrow!

And I'm dying for an ice cream sandwich, Lonnie.

If you weren't so busy getting your homework done...

Hey! Well, what a shame.

Some dishonest thieves could just reach in...

and grab some ice cream... if you give me a boost.

What? No way!

This is me who's asking you! We're like family, remember?

I managed to get away.

But Lonnie went right to juvenile court.

I eventually graduated with honors...

but Lonnie... he got a different degree.

I've always felt guilty that I got away and Lonnie didn't...

and I felt even guiltier knowing that Lonnie...

never gave my name to the police.

Back then, even one strike could ruin your life.

I often wonder what would have happened...

if I'd gotten caught instead of Lonnie.

Later, I got a job as a cub reporter on a local paper.

One night I got a tip on a break-in...

at the Spaulding chemical plant.

I thought the story would be my big chance.

What do you say, Straight Arrow?

- Lonnie? - After all your fancy schools...

and your cushy little job, you can still remember my name?

I'm touched. In fact, I'm so touched...

I even got a little gift for you.

I'm gonna give you a chance to experience life...

on the other side of the tracks.

What are you talking about?

I told you on the phone there'd be a break-in.

I can even name the one who broke in...

Joseph "Robbie" Robertson.

I mean, look around. Your prints are everywhere.

You really should have come prepared.

Why are you doing this?

Why'd you let me get caught robbing that grocery store?

- Is that what this is about? - I took the fall for you, man!

Now, it's your turn to take the rap...

and when you get out of jail, we'll be family again.

'Cause no one else'll hide you.

Lonnie, this is crazy!

Aah!

There was nothing I could do for him.

I waited for the police to arrive...

and hoped they'd believe my story.

Luckily, the guys at the paper backed me up on the phone tip.

I didn't think Lonnie survived. They told me he was...

Maybe they really thought so. He sure looks it.

Anyway, he came back.

I had no idea he'd become this underworld hit man...

this walking tombstone.

Right now, I just want to get back to my wife and son.

It's so strange to see Robbie this way.

To Peter Parker, he always seemed so strong, so proud.

How ironic that in his moment of despair...

he seems stronger to me now more than ever.

Randy? Honey, I want to talk to you.

Randy?

Randy, my man! Come over here and meet the big boss.

Hey, kid. You and me are gonna be good friends.

I'm going to look for Tombstone.

You should get back to your family.

Robbie, he's gone! He snuck out!

Still there.

Hello?

We've still got lots of catching up to do.

I tell you what, let's meet at the Spaulding chemical plant.

For old times' sake.

Spaulding chemical? What for?

How about this? There's a new patsy...

about to take a fall... your son!

Was that about Randy?

Everything's gonna be all right. I'm going to pick him up now.

Robbie, I know that look. Something is really wrong...

and you have got to tell me what it is.

Haven't I always stood by you?

You have, and if anything happens to me...

you've got to stand by Randy as well.

Robbie, what are you doing?

Something I should have done a long time ago.

Get rid of this. I don't ever want to see...

another weapon in this house.

Everybody grab something and get started.

I don't get it. What are we doing here?

Move!

You're so close to being in the family.

Don't mess it up.

- Mrs. Robertson? - Spider-Man? What do you want?

Easy, easy.

I'm looking for someone, but I haven't had any luck.

I was hoping your husband could help.

He's not here. He got a call.

Something about the Spaulding chemical plant.

Oh! Gotta run!

That's where Tombstone tried to frame Robbie.

Robbie's more than just a friend to me.

He's the only one who likes me as Peter Parker...

and as Spider-Man. I've got to help him out of this mess...

and the only way to do it is to write Tombstone's epitaph.

Spider-Man! A rash and foolish plan.

You fought this man mountain twice before...

trying to defeat him with brawn, and twice you failed.

Madame Web?

Are you going to go for three?

What are you, a scorekeeper?

Someone's got to keep score, and I'm not sure you can count.

Do I really need this right now?

You must not use your superhuman strength...

to confront Tombstone again.

But the guy's strong as an ox!

It will not help you on the mission that lies ahead.

Some evil can only be fought with the human heart.

Think about it.

With your brain... if you still remember how to use it.

I don't know why this strange mystic...

decided to be my advisor...

but I really wish she'd just leave me alone...

and get her own talk show.

- Where's my son? - Straight Arrow...

glad you could make it.

Your son's developing into quite the little criminal. See?

- Randy, no! - Aww, and isn't that cute?

He forgot to bring his gloves... just like his dad.

I know you must be proud. That's why I'm recording...

a permanent record of this special moment.

Of course, you can save your son...

from heading down the wrong path.

All you have to do is kill the Silvermane story.

I won't do it!

There you go with that integrity stuff again!

But deep down...

- you're just like me. - I'm not!

Think what we could do together... -

you with your connections, me with my strength!

We could own this city!

But first, you've got to kill that story!

You're too late, Lonnie. I've already rushed it into print.

In a few hours, it'll be seen by a million readers.

Then it's out of my hands.

At least I'll have the pleasure of seeing...

the Robertson name go down in flames.

This stuff's worth a fortune.

And Tombstone says we're gonna get a big cut!

So, the posse's working for Tombstone.

He must be using Randy to get to Robbie.

Hey! Let go of me!

They're setting you up, Randy!

Your fingerprints must be all over this place.

You don't even know what you're talking about.

They care about me! More than my real family!

That's where you're wrong.

Your dad's right here to save your hide...

and risk his own against Tombstone.

No way!

You think you've got such a great son.

It sure didn't take much to get him into the gang.

Nobody talks about Randy that way.

I'm gonna take you down once and for all!

Even if I have to go with you!

And how do you plan to pull that off?

Simple! I'm not afraid of the police.

- No! - Look!

- I'm outta here! - What about Randy?

The heck with Randy! It's every man for himself!

So, what do you think of your "family" now?

Dad! Leave my dad alone!

Get out of my way, you little...

You always were too caught up in your own greed...

to think straight, Lonnie.

No!

Well, now that I've used my brains...

I guess a little brawn wouldn't hurt.

Come down here and fight like a man!

Could I convince you to come up here and fight like a spider?

What'd I tell you about playing ball in the house, young man?

You better stay still. Another swim in that chemical soup...

and your hair might turn green.

Dad, come on!

We gotta get out of here before the police come!

We're not going to run, son.

We're gonna stay here and face the consequences... together.

- But your reputation! - Don't you see?

You're more important than anything else to me.

I'm sorry, Dad.

I'm here for you, Randy. I'll always be here.

Oh, thank goodness!

It looks like Madame Web did add one more weapon to my arsenal...

belief in the human spirit.

I suppose I really ought to thank her...

but she's got a big enough head already.

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