The Top 100 What If Countdown: Part 19

November 8th, 2006 by | Tags: , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,

Jesus, we’re actually at the top ten. And some of you haven’t even lost interest yet. I’m proud.

What If: Avengers Disassembled came out the other day. You might be wondering if I would have placed it on this list if it came out several months back. The answer is no. No, I can’t really get behind an issue that tries to retcon a major story into something that makes even less sense. Having written this paragraph, I realize the John Byrne jokes write themselves.

Before I start this, one more call for anyone interested in drawing fake covers for the countdown finale. Come on, you know you want to.


Issue: Volume 2, #30
Writer: Jim Valentino, Ron Marz
Artist: Dale Eaglesham, Rurik Tyler
Spider-Man death: No
Background: In-between having Franklin and Valeria, there was another time Sue was pregnant with Reed’s kid. Unfortunately, there were radiation-related complications due to the team’s recent venture into the Negative Zone. Reed went to Doctor Otto Octavius – supervillain Doc Ock and the biggest expert on radiation – for help. Ock went berserk for a bit and the two had it out on the rooftops of New York City. Reed calmed Ock down and he agreed to help out. Unfortunately, they were half an hour late. Sue had a miscarriage. So let’s say Ock didn’t freak out and made it just in time? We have two stories here on two different sides of the spectrum.

The first story is best described as a horror story. Franklin wakes up from a horrible vision of the future where his father is dead. His parents just think he had a simple nightmare and leave it at that, but Franklin already knows that there’s a monster living inside his mother. Over time, Sue’s pregnancy takes a horrible toll on her. She gets weaker by the day and almost skeletal, soon losing her invisibility powers. When she gives birth to her child, she dies in the process. Reed names the baby Sue in order to deal with the loss of his wife.

As experience has taught us throughout this countdown, this isn’t going to end well at all.

Franklin never allows himself to be near his sisters as the years pass. When Little Sue is about three, Franklin notices that their babysitter Alicia Masters is being affected in the same way that Sue was. She soon dies as well. Johnny is next on the list. Franklin tries to warn his father about it, but Reed’s crazy and pissed.

Look at that! He just smacked his son so hard that his powers rubbed off on him! Johnny dies and still nobody believes Franklin. Ben Grimm loses his powers and is happy about it. One night out on the town, he comes across a mobster he once clobbered who wants revenge. Ben gets shot up and ends up in the hospital. Even though it’s possible that he can pull through, it’s all for naught when Little Sue visits him with glowing red eyes. Also, Reed smacks Franklin again.

Fed up with this, Franklin takes a trip to Latveria and gets an audience with Dr. Doom himself. Going over the evidence, the two decide that Little Sue is a succubus of some sort. Doom has interest in this since with her growing power rate, she could one day be a threat to Latveria. When they return to the Baxter Building, Reed has a fit. Doom acts reasonable here, but Reed is completely overprotective of Little Sue. He even threatens to kill Franklin.

Doom is shocked and also a bit disappointed to see this. As the two duke it out, Doom’s reaction seems to be, “Weren’t you the rational one all this time? Dude, what the hell happened to you? You’re making me look bad just by being my rival!” He beats Reed down and Mr. Fantastic apologizes to Little Sue for not being able to protect her anymore. Right around there, Sue transforms into her true form. Some kind of xenomorph alien thing. Reed apologizes to Franklin for not believing him before being devoured by Little Sue. With Reed gone, Doom steps it up and plays the hero role for once.

The fight doesn’t last all too long when Little Sue can absorb the energy running Doom’s armor. Doom’s lifeforces are eaten away and Little Sue taunts Franklin while stalking him. She finds him waiting with a large cannon. She laughs at how he expects to kill her with a mere gun, but it’s only a ruse. He’s only using the gun to blast her back into a portal to the Negative Zone that birthed her. Franklin then destroys the portal so that she can never make it back. Within the moment, Sue already finds herself in a showdown with Annihilus.

The next couple pages are just Franklin pacing around the building alone, whining about how none of this would have happened if Reed had listened to him. Well, duh.

The other story has the baby born without any weird succubus incidents. She’s named Mary, after Sue’s mother, and is monitored by Reed for any weird powers. Even though she can fly a bit, she goes through life as normal as she can. At age 14, she witnesses a dog being run over by a car. She runs over to it and her powers kick in and allow her to heal the dog. So her big thing is that she’s a healer. Mary uses her powers as often as she can, curing entire hospitals if possible. This scares the government for some reason.

In fact, the story gets really retarded here. Ron Marz turns this into “RAARGH GEORGE BUSH SENIOR EVIL!” as Mary becomes a super hippy, rallying for the rights of minorities and the environment and whatever. She prepares a protest in Washington DC, which causes everyone’s favorite government sleezeball Henry Peter Gyrich to come up with a plan. The Avengers are told not to take part of the protest, leaving all but Captain America to quit the team.

I should point out that despite the fact that Mary Richards is in her early 20’s, the Avengers roster is still a bunch of the usual guys and none of them have aged even slightly. Now that I think about it, why is George Bush still president? Maybe this government is more fucked up than I realized. But really, thank Grodd this issue has succubus murder to keep it afloat.

At the rally, Mary makes a big speech as Captain America barges through the crowd and onto the stage. Then we get the most hilarious stabbing incident since the OJ trial.

As Cap’s being arrested, he grabs the microphone and yells about how this young woman is ruining America. This causes a big riot to erupt, making a mockery of this protest. Mary releases all her power to heal their minds or some shit and everyone calms down. She passes out and recovers at the hospital. George Bush acts like Dr. Claw at the end of an Inspector Gadget episode, pushing how ridiculous this all is. Mary goes on to help push the nation into a more peaceful direction and everybody’s happy.

In an epilogue, Gyrich is all angry because his plan to dress up as Captain America and stab Mary Richards didn’t work like it was supposed to. Someone breaks into the office, smashes stuff and stares Gyrich down. Also, his eyes are red for some reason. We’re meant to believe that this is either a super-pissed Captain America, or that it’s the Punisher dressed as Captain America. I’m not kidding.

Sweet Bucky Barnes, writing that story up makes me want to just delete #10 and hope that nobody notices. At least I still enjoy the hell out of the darker story from the beginning. It has Reed being crazy, Doom being awesome and some rather decent art that fits the messed up mood just right. Ron Marz may have written the awful hippy story, but at least his next entry on the countdown is something worth reading.


Issue: Volume 2, #27
Writer: Ron Marz
Artist: Gavin Curtis
Spider-Man death: No
Background: After an argument with the Thing, Human Torch stormed off (no pun intended) to clear his head. He spent the night at a homeless shelter, where he met a bearded man with amnesia. Johnny recognized the guy as Prince Namor, who fought alongside the US in World War II. Johnny burned away the beard, dunked Namor into water and jogged his memory. Namor found out about his fallen kingdom and blamed the surface-dwellers, starting an on-again/off-again rivalry between Namor and humans. During all of this, Johnny and Namor had gone completely unnoticed by Reed, Sue and Ben, who were each searching for their missing fourth member. It’s in this world where Sue turns her head at the right instant to see her brother leaving a building with a confused Namor.

Again, Namor is dunked into water and remembers who he is. The difference is that the entire Fantastic Four is there. It’s brought up that Atlantis is in ruins these days, which sets him off. Thing’s ready for a fight, but Reed and Sue calm the situation. Sue begs him to be a part of their world while Reed assures him that remnants of his society must be wandering the oceans somewhere. Namor makes amends for his outburst and is asked by Sue to join the Fantastic Four.

“I am a monarch without subjects. I have no home. Nothing. You offer me friendship, when I would have destroyed you. All I can offer you is my loyalty. If it is enough, then I shall join you.”

The team renames itself to the Fantastic Five and Namor trades his green scale ensemble for a blue speedo made of unstable molecules. It’s soon after the team’s rebirth that they first encounter Victor Von Doom. He captures Sue and forces the other four back in time to steal Blackbeard’s treasure for him. Namor tells the others to hang back as he searches the ocean floor for the gems. He finds them in the nick of time and brings them to Doom.

But Doom would be thwarted. At least, the Doombot we see above. Namor wants to tear the castle apart to find the real Doom, but Sue stops him. She’s afraid of what could happen if Namor fought Doom alone and reveals that she has feelings for the Sub-Mariner. Namor returns these feelings, leaving Reed to stare silently from the back.

We see Namor’s effect on the other early adventures of the Fantastic Four. The Red Ghost and his apes can’t compare to the Fantastic Five’s superior numbers. The Puppet Master has even less success turning the team against each other. Reed and Sue can take down the Mad Thinker, leaving Namor, Thing and Johnny to deal with the Awesome Android. Hulk may be the strongest one there is, but when Namor and Thing hit him with a double haymaker, he stays down. The Super-Skrull’s fire and rock abilities do little to help when Namor brings their fight into the sea. Namor’s own concern over Dr. Doom’s trickery prevents the team from going to Egypt and dealing with Rama-Tut. And yes, they fight Dr. Doom many times. It almost looks like Doom’s hatred of Namor is beginning to eclipse his original hatred of Richards.

The opposite goes on with Sue as well. Namor and Sue grow closer and closer while Sue’s old crush on Reed fades away and Reed buries his feelings for Sue with science. There’s still no sign of Namor’s race anywhere, so Namor’s a bit bummed about that. One night when flying around with Sue in his arms, Namor tells her about how much she means to him and upon landing on the roof, asks for her hand in marriage. She accepts, much to the joy of the on-looking Johnny and Ben. When Sue tells Reed, she expects to see him broken up about it. Instead, he just says, “I’m sure you’ll be very happy. Congratulations. I do have to get back to my research, though, so…” Sue shows a little concern as Reed goes back to his microscope.

At the wedding, Reed makes a toast to new beginnings and announces that he will be leaving the Fantastic Five. Namor’s proven himself as a great leader and Reed can dedicate himself to science. And so, the team goes back to being the Fantastic Four while Reed begins Richards Technologies. He still remains an ally and shares his discoveries with them. We see the Fantastic Four deal with the Frightful Four and the Dragon Man. In another surprising turn of events, Mole Man doesn’t become a thorn in the team’s sides after striking up a strong friendship with the understanding outsider Namor.

Now let’s get to the obvious problem. Reed just lost Sue and we all know that removing Sue from the picture is a highway to the danger zone. Thankfully, it’s not so bad here. Is Reed becoming the newest supervillain to get revenge on Namor? No, not at all. But is he out of his fucking mind? Let’s look at his want ad for a new lab assistant:

“RESEARCH ASSISTANT: Doctorate required; physics, biology, quantum mechanics, particle theory, expanding universe.”

Yes, that sounds totally sensible. When Tony Stark is under-qualified to be your lab assistant, you probably need to be committed. Still, Reed does find someone who fits the bill. Her name is Lissette Orlova, a cute redhead with glasses who has never shown up in regular continuity. Personally, I like her enough to wish she would. The two make a good team, though Reed is too lost in his own world to realize that Lissette is obviously attracted to him. She feels like crap underneath it all. She’s in love with Reed, but not only does he not notice, but it’s also her duty to betray him.

You see, Lissette comes from Latveria. Doom is using the safety of her family as bargaining chips to get his revenge. After Reed and Lissette hear the news that Sue is pregnant, they share a toast to celebrate. To Lissette’s displeasure, Reed passes out. He later wakes up, unable to move and upside down, in the basement of Doom’s embassy.

Doom uses the mind-controlled Reed to get himself into the Baxter Building with little incident. He succeeds in getting in and locking Thing and Torch into their own rooms. This is a pretty amusing scene, since you have Doom talking up a storm about what he’s planning to do with the Fantastic Four and Earth itself while Reed is a wordless drone. Due to how invaluable Reed is to the plan, Doom thanks him with the promise of killing him last.

Sue sleeps as Namor looks over the cityscape and thinks about how lucky he is. He could have been bitter and lonely on the ocean floor, but now he has love, good friends and a child on the way. What I’ve always found hilarious about this scene is that Namor – a guy who wears bikini briefs while shoveling snow out of the driveway – wears long pajama pants to bed. But enough of that. Doom barges in and takes Namor by surprise, defeating him with little trouble. Reed grabs Sue and holds her still as Doom viciously begins to strangle her. Doom adds that he’s going to torture them so hard that they’ll beg for death.

Reed’s had too much and snaps out of it, attacking Doom. Doom is amazed by this will, but proves he’s still too powerful for Reed to handle. He tosses Reed away, shattering a window in the process. Human Torch and Thing barge in to fight Doom. Doom has no idea how they got free, but isn’t prepared to fight them all. He escapes and warns them that he’ll be back. The heroes look to Sue and find her over the bleeding body of Reed; his limp body propped over the jagged glass of the broken window. Reed weakly begins to tell Sue about how much he loves her, but Lissette – the one responsible for freeing Torch and Thing – runs in to help save him with her medical expertise.

Reed barely survives and slowly makes a full recovery. Nick Fury is contacted and gladly sneaks Lissette’s family out of Latveria. Reed finally gets over himself and admits that he loves Lissette. The two get married soon after. Sue gives birth to Leonard McKenzie (named after Namor’s father) and Lissette soon bears Reed’s daughter. And a happy ending is had by all!

That was pretty refreshing. With the way Reed and Sue are portrayed in regular continuity and the many alternate universes, you’d think that they’re the only ones for each other. Hey, Peter Parker goes well with both Mary Jane or Gwen Stacy, as well as Silver Sable, as we found out. Superman stays with Lois, but alternate worlds have shown him working out with Wonder Woman, Maxima and Big Barda. So with two stories, we’ve seen that there is no inherent flaw in a Namor/Sue relationship, unlike the Peter Parker/Felicia Hardy one. Not only that, but even Reed can put his alternate universe madness aside and move on to a brainy redhead who probably has a hot European accent.

The issue was incredibly well-rounded. The characters were all well-written, the various looks at the Fantastic Four timeline were great to see and the art was very solid. A real textbook example of how the concept is pulled off.


Issue: Volume 1, #24
Writer: Tony Isabella
Artist: Gil Kane and Frank Giacoia
Spider-Man death: No
Background: One of comics’ most infamous non-origin moments was the death of Gwen Stacy. The Green Goblin (Norman Osborn) figured out Spider-Man’s identity and kidnapped his girlfriend Gwen to mess with him. And also because she was apparently pregnant with his retcon babies. Whatever. Norman tossed Gwen off a bridge and Peter webbed her in the back, inadvertently causing a whiplash that snapped her neck and killed her. Peter wouldn’t shut up about it for years. So let’s say he went a different route. He jumps off the bridge, dives close enough to her, catches her and tries to web onto the bridge. He misses and the two fall into the water. The Green Goblin, believing that he’s just killed Spider-Man, soars away.

Spider-Man emerges from the water with Gwen wrapped under his arm. He pulls her to a pier, removes his mask and gives her resuscitation. Gwen coughs and comes to as Peter thanks God.

Peter explains his entire life as Spider-Man, baring his soul to someone for the first time since he’s put on the tights. He explains the death of Captain Stacy and how he knew Peter was Spider-Man. In Captain Stacy’s dying words, he asked Peter to watch over Gwen. Peter feels bad about his current track record in that regard, but it’s all going to change.

“I do love you, Gwen – and maybe a condemned, out-of-the-way pier isn’t the best place to ask what I should’ve asked a long time ago, but – This isn’t going well, is it? I guess what I’m trying to ask you in my typical, stumble-mouthed fashion is: Ms. Stacy, will you marry me?”

Peter stumbles over his words, but Gwen interrupts to gladly say yes. It’s a nice romantic moment that’s put to an end once Gwen realizes that the Green Goblin is still out there. Peter puts his mask back on and goes off to do something about that.

Green Goblin stands before a bunch of mob guys, saying that he just killed Spider-Man and therefore will take over the New York underworld. Spider-Man pops in and totally beats the crap out of him. From the dialogue, it looks like Spider-Man is intent on actually killing the guy. The other mob guys stop him, since Goblin knows Spider-Man’s identity and that’s worth a lot to them. The Goblin sneaks off in the chaos and decides that it’s only a matter of time before Spider-Man gets him. It’s his fate. But he doesn’t have to take it lying down. The Goblin takes a mysterious manila envelope and sends it to who he calls Spider-Man’s second-greatest enemy, so that even if he loses, he still wins.

Hours later, we see Norman without the mask on, explaining who he is to his son Harry. Harry’s trying to take all this in, especially the part about having to kill Peter. He begs his dad to give all this up, but Norman calls him spineless and backhands him across the room. A disgusted Spider-Man comes in through the window and the fight begins anew. Harry begs Norman to let them help him, but Norman shoves him away. Spider-Man gets the advantage and prepares to finish this. Harry grabs something metal and runs at Spidey from behind while yelling, “I won’t let you kill him! I don’t care what he’s done!” Spider-Man’s sixth sense goes off and he accidentally hits Harry by reflex.

Awww… Norman breaks away from the Goblin persona and embraces his son for having strength and being there for him despite everything he’s done. Harry thanks Peter and asks for some time alone to talk to his crying father. Spider-Man thinks it over and figures that it would be for the best to leave the Osborns alone. They’ve suffered enough.

Peter smoothes things over with Gwen and they announce their wedding to Aunt May. Harry and Mary Jane can’t make it, since they’re at a clinic, helping Norman with his mental healing. Peter trades some light-hearted banter with his best man, Flash Thompson, then gives Gwen a visit, ignoring the whole idea that it’s bad luck to see the bride before the wedding. Gwen sees this as Peter giving her one last way out for being married to Spider-Man, but she tells him it doesn’t matter. She loves him and wants to be his wife.

The wedding goes well, with Robbie Robertson giving Gwen away in place of her father. The two are married and as they enjoy their kiss, J. Jonah Jameson barges in with several police officers, demanding Peter’s arrest. He has the evidence that the Green Goblin sent earlier in the story, causing plenty of commotion. The worst of which is Aunt May collapsing from the news. Peter shoves away some cops as Flash asks him to give himself up. Knowing no other option, Peter makes a break for it and gets out through the window, just so Aunt May can get some medical attention without bullets flying all over the place.

Robbie confronts Jonah about what just went down and how he could do that to Peter. Jonah plays it off that Peter’s been playing them for suckers for so long that it’s about time he got his just due.

I wonder if that crumpled up newspaper headline in the second-to-last panel is meant to be a subliminal message. If it is, that’s definitely a nice touch. The epilogue shows Peter on a rooftop with nowhere to go and unable to go home to get his costume and web-shooters. He considers himself to be the final victim of the “Spider-Man Curse” and wonders if he’ll be hunted down like an animal or if he’ll be forced to become the menace that Jameson always painted him as. We aren’t shown any further because the Watcher probably has places to be.

What a bittersweet ending to a necessary story. I feel the events here are pretty fitting for the Spider-Man world. It’s harsh, but the story feels like as if by taking the easy way out, Spider-Man gets screwed over in the long run. Fate’s a jerk like that (Strange too). The dialogue is great throughout the issue and scenes like the bit with Harry make the story worth reading. Part of me still wants the story to continue so we can get the scene where Captain America somersaults in front of Peter and goes to bat for his little buddy. But hey, that’s neither here nor there.


Issue: Volume 2, #104
Writer: Thomas Vir Kams
Artist: Greg Schigiel
Spider-Man death: It’s not clear if he was actually brought back to life
Background: Thanos had just laid waste to what remained of Earth’s heroes. The Silver Surfer flew in to snatch the Infinity Gauntlet from Thanos’ hand at just the right instant. In this reality, the Silver Surfer is successful. Sure, we’ve already seen what happens when the Surfer gets the Gauntlet, but this time it’s different. Thanos reacts by blasting at the Surfer and knocking the Gauntlet out of his hands. He smacks aside Captain America, runs to the falling Gauntlet, reaches out and grabs… nothing. For at the last second, the Impossible Man snags the Infinity Gauntlet. Omnipotence is his.

Oh shit.

Little history lesson on the Impossible Man. He’s a little green nuisance from the planet Poppup who occasionally shows up to bother the Fantastic Four and the Silver Surfer. His powers include shape-shifting, fourth-wall breakage and somehow knowing plenty about Earth pop-culture despite being an alien. So he’s like the Robin Williams Genie, only green and without wish-granting powers. His planet was made up of a race of beings with one shared identity and personality. Impossible Man was the wacky exception, with the others being envious of his individuality. Feeling bad for his depressed people, Impossible Man led Galactus to Poppup to end their bored existence.

Now to the story. Impossible Man beams over his newfound power while both Thanos and Silver Surfer remark, “This is not happening,” in horrified shock. Thanos tries to fry the little guy, but the whole omnipotence deal puts a damper on that. Before this can go any further, Eternity, Galactus and all the other cosmic giants show up to reclaim the Gauntlet. Surfer assures Impy that he’ll be fine as long as he gives it up, but Impossible Man doesn’t want to. Instead, he morphs into Nightcrawler, grabs Surfer and teleports away.

As a brief sight gag, Impossible Man morphs into the Beyonder to prove a point about cosmic beings with no experience. To prove that he’s totally capable of using the Gauntlet for good, Impossible Man checks Surfer’s mind and soul to see what he truly wants. Impossible Man tells Surfer to close his eyes and soon he reopens them to see his home planet Zenn-La before him. The two take a closer look.

Silver Surfer knows that this planet shouldn’t be in this part of the universe, but the place is definitely Zenn-La. It isn’t long before the two meet Shalla-Bal, Surfer’s lost love. Her touch causes the silver shell to melt off (another work of the Gauntlet), reverting Norrin Radd to his old humanity. Norrin decides that Impossible Man’s intentions are true and that he has his blessings to continue using the Gauntlet. Impossible Man flies off to make people happy and right wrongs, only to stop himself after about five seconds. If he can bring happiness to others, why not himself? Fuck selflessness, he thinks.

Later in the day, Radd gets a message from Galactus’ form, claiming that Impossible Man has gone mad with power and that the Silver Surfer is needed. Galactus reverts him to his silvery form and sets him loose. Silver Surfer doesn’t want to leave his home, but knows that if Galactus is telling the truth, this is something worth fighting against.

Surfer finds Impossible Man dressed as a mobster with Galactus pinned to a giant bullseye. Impy explains that he could make it so that his Poppupian race is diverse and happy, but that’s not much of a possibility considering Galactus had eaten the planet. Galactus is given the choices of vomiting up Poppup or experiencing the cosmic consequences. Surfer refuses to stand idly by during this, which angers Impossible Man.

He turned into Roddy Piper, but didn’t do the 3-hour fight scene from They Live? For shame! Anywho, Impossible Man turns into Ghost Rider and cycles towards Galactus, only to be stopped by Silver Surfer’s plead. Surfer realizes that the Zenn-La of this story isn’t real. It’s just something created from his mind. So by using the Infinity Gauntlet and Galactus’ planetary knowledge, Poppup can live again. Impossible Man sees the logic and makes a deal with Galactus that in return for Poppup, he’ll relinquish the Infinity Gauntlet.

Galactus makes it apparent that they can’t just recreate the planet out of thin air (despite the fact that Impossible Man had done so earlier in the story). Zenn-La, being the closest planet in the area, needs to be destroyed and used as raw materials to recreate Poppup. Surfer doesn’t like this, but if he searches for another planet, Eternity will catch up to them and fight Impossible Man. Surfer makes yet another sacrifice and lets Galactus destroy this fake Zenn-La.

Poppup is recreated and Impossible Man cries in joy. While he flies down to the surface, Surfer talks things over with his former boss. This new Poppup is just as much an illusion as the new Zenn-La, but there’s a difference. Impossible Man needs the illusion and can easily accept it. Silver Surfer, on the other hand, would never accept the false Zenn-La, especially since he knows the real one is out there somewhere. In a way, Galactus was helping him by preventing him from living a lie.

On Poppup, Impossible Man gives his people individual personalities, resurrects the Elders of the Universe and relinquishes the Infinity Gauntlet. It’s then that Silver Surfer discovers just what kind of personalities these Poppupians now have.

That’s our Impossible Man! Hey, I think I see Batman in there. Right under Beast’s arm.

The fact that this issue gets #7 on the list has nothing to do with development or characterization. Far from it. I just love the concept too much that Kams could only have gotten it wrong if he tried. Just the idea that this big, dark comic epic goes from a horrible mass murder scene to Captain Wacky becoming God makes me content. The sight gags were done just right and the Surfer stuff wasn’t as boring as it could have been. I still can’t get over the shared reaction of fear by both Thanos and the Surfer in the beginning. They both know that he isn’t nearly as corrupt as Thanos and is far from evil, but yet know that whatever comes from Impossible Man being omnipotent will be an immeasurable amount of annoying. I love that.


Issue: Volume 1, #30
Writer: Bill Flanagan
Artist: Rich Buckler, Jim Mooney, Pablo Marcus
Spider-Man death: No
Background: Back in the 70’s, there was a story where the Professor Miles Warren had cloned Spider-Man and Gwen Stacy for some reason or another while kidnapping reporter Ned Leeds. I don’t know, he’s crazy. The two Spider-Men met and started to have it out with their fists. They then decide to put their differences aside and team up. Professor Warren had a change of heart and tried to save Leeds, only to cause an explosion that killed the Spider-Man clone. The real Spider-Man dumped that body down a smokestack, only for the whole nightmare to reappear five years later (in comic book time) in the form of the Clone Saga. In this story, things don’t go that way. While the two decide to team up, one of the Spider-Men doesn’t trust the other and sucker-punches him.

The conscious Spider-Man saves Leeds from the explosion, but Warren dies. Our first hints of which Spider-Man we’re dealing with come from his lines about how he doesn’t even remember how he got into this mess, plus how he refers to the Gwen clone as “lady”. He takes the unconscious Spider-Man to a cryogenic tube in Warren’s lab, where he places him in suspended animation. Spider-Man unmasks his counterpart and notices that he seems a few years older. Probably just aged that way to gain an edge, he figures.

He goes to his old home to find it abandoned. Finding an old set of clothes, he does some detective work to find out that Aunt May now lives with Mrs. Watson. Peter isn’t sure why he can’t remember this, and also how he had dated both Gwen Stacy and Mary Jane at some point. “Gee, I wish I could remember all the fun I must’ve had!”

The naïve Peter goes to the Bugle in hopes of figuring out where he lives. He talks to his old girlfriend Betty Brant and is devastated to find out that she’s married to Ned Leeds. When she offers to give him a ride to his apartment, he’s even more shocked to find out that he lives with that creep Harry Osborn. At night, Spider-Man climbs on the building’s outside wall to figure out which apartment is his. Once inside, he discovers a bunch of old love letters from Gwen and a newspaper article about her death. He tearfully reads them and starts pounding himself on the head, wondering why this is all new to him.

Professor Warren has to be involved with this. Spider-Man goes into Warren’s home and digs up some old pictures of Peter and Gwen, as well as his old notes. Spidey is shocked to discover that Warren has figured out the science of cloning. The notes mention how clones have the exact memories of the originals up to the DNA donation. That’s when it starts to become clear.

For a moment, Peter is merely silent. Then he starts tearing up as he looks into a mirror. “This face – it isn’t even mine. All of my memories belong to another man! But—I am Peter Parker! I have his mind, his body – I’m as human as he is! No! It’s an illusion! I was born days ago! I was given this mind – these memories – as part of a terrible experiment!”

He’s interrupted by cops looking through the house. Spider-Clone steals the notes and gets out of there, lucky not to have been shot. He thinks about what his next step should be on a rooftop, interrupted again by a flying robot with a camera. Through the robot, he communicates with the Kingpin, a villain who this Spider-Man has yet to meet. He makes the usual set of insults and destroys the robot before it can detonate and kill him.

The next day, Peter goes to Empire State University and is completely stoked to find out that he’s pals with Flash Thompson. Unfortunately, he knows he’ll never pass the semester with three years of knowledge missing. Swinging around as Spider-Man, he feels horrible. Not only is he stealing this guy’s life, but after all the years of the real Peter’s hard work, he’s ruining it for him. No time to think about that, though, as the Kingpin strikes once again, this time in person. Spider-Clone’s surprised at the guy’s strength, but holds his own quite well. Kingpin’s gun-shooting henchmen pop in to help and Spidey knows that he just isn’t up to this. He doesn’t even know who he’s up against here. He escapes and hears the Kingpin’s challenge to meet him at Coney Island for a final battle.

Peter thinks about it and decides that whether or not he deserves to live, he has no choice but to set his original free. He goes to Professor Warren’s lab and finds the real Peter in the cryogenic tube. He ponders the possibilities of just pulling the plug, but refuses to take the easy way out. He frees the real Peter and tells him about Warren, the Gwen clone and Ned Leeds.

Peter is captured by Kingpin’s goons pretty quickly, though he takes the whole thing pretty lightly. Spider-Man and Kingpin have a rather goofy climactic battle on a Ferris wheel. Spider-Man gets the best of the crime boss, webs him up and takes him down to solid ground. Kingpin shows that Peter is his hostage. Spider-Man lets him go in return for Peter’s safety, but Kingpin quickly tries to have his men fire at Spidey. Peter pops up and split-kicks the two surrounding henchmen. With a smirk, he breaks out of the ropes, telling Kingpin that they weren’t tied so tightly after all. Kingpin runs off, figuring that Spider-Man will protect Parker and allow him the time needed to escape. Instead, Spider-Man goes right after him.

“NO! Why are you coming after me? Why aren’t you saving the boy from my men?”

“Peter? Oh, heck, Kingpin! I thought you knew…” Spidey kicks him in the face and knocks him out. “He’s been to Spider-Man Summer Camp!”

I almost wish this happened. At least for a little while. At the very least, give this issue a real sequel. Just reading this makes me realize the real reason people kept reading the Clone Saga: even when it only happens for a couple pages, seeing two Peter Parkers talk back and forth is tremendous fun. It shows how good the concept of the Clone Saga was in the beginning, before years of circling around the same plot made the readers beg for it to be over. If this is the story that inspired later writers to bring in Ben Reilly, the Scarlet Spider, I honestly can’t blame them. It’s a well-rounded issue with nice art and good characterization.

Part of me wants to see this version of Spider-Man do a DC Comics crossover and get involved romantically with the Crimson Fox. Oh, the confused hilarity!

Next on the countdown: If you would like to see the top five What Ifs, please turn to page 58.

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15 comments to “The Top 100 What If Countdown: Part 19”


    So thats where the Wonder Twins came from! Whatta sham, they’re not even twins!

  2. I’m glad to see the story about Gwen Stacy living on your list Vok. I really enjoyed the issue myself. I recall wracking my brains trying to work out who Norman Osborn considered Spider-man’s second greatest enemy, as I was thinking of more conventional foes I was kinda shocked to see that it was Jonah. A pretty satisfying twist, I must say.

    Admittedly, Gwen had been dead for some time before I was born so I’ve never cared about her, but I did enjoy seeing what happened with the other characters. I do think the image with Robbie quitting looks like a homage to the usual “no more Spider-Man” scene, I didn’t notice it before. Plus, I never took much note of how Jonah looks in the succeeding panel, it does honestly look like he might be regretting his actions.

  3. Personally, I didn’t like the dark half of #10, so that one’s got very little going for me.

    Namor and Sue’s son looks like he belongs in Elfquest.

    I love that Impossible Man cover. The story didn’t do that much for me, though — considering what the Infinity Plot Device had been shown to do already, it seemed kind of silly that it couldn’t snap planets back from the void.

    I do love the Spider-Clone issue, though. The ending is so what I’d do if there were two of me.


    that is one of my favorate What If stories,I loved it so much,I still have it with me

    and I really like Schigiel’s style…it remimds me of Wienriego’s own style….

    also one of my favorate lines is in that book when he turns surfer into a mixer and Imposible man says: “I make a good drink..just ask tony stark” (if I have the quote wrong please correct me) I lol’d

  5. #6 is like an even more awesome version of a certain movie that came out recently.
    The Prestige, starring Batman and Wolverine.

  6. I really, really wanted to make a reference to that, but I couldn’t figure out a way that didn’t come off as a gigantic spoiler.

  7. It’s kinda obvious, but it needs to be said.

    Mary, Sue’s daughter, is ultimately more powerful than either of her parents. She saves lives with her awesome inherent powers. She makes important government people dislike her even though she’s never done anything wrong, and then puts them in their place. She manages to be the lynchpin to completely save the US from itself. And she gets a super-tragic death scene, even though she doesn’t really die.

    Read the first two words of that paragraph again.

  8. You’re one of those guys who sees Mary Sues under beds and in dark closets, aren’t you.

    To be fair, she does do something wrong: she stirs things up.

  9. If the preceding 90 issues are indicative, then I’m guessing What if… Spider-Man gained the power of the Infinity Gauntlet and killed Kingpin earning him the affection of Sue Storm and driving Reed Richards insane until Punisher joined the Fantastic Four?

  10. You forgot about the part where Loki gets screwed over in some way.

  11. “I wonder if that crumpled up newspaper headline in the second-to-last panel is meant to be a subliminal message.”

    How so?

  12. It sort of looks like it says “Bugle Exposed”, which goes with Robbie’s speech and Jonah’s reaction.

  13. I thought you meant it read “Bug Exposed”.

  14. Hey, that works too.

  15. I almost want to read the sequel to “What If Gwen Stacy Had Lived” — with Daredevil hooking Spider-Man up with Matt Murdock, who uses his lawerly expertise to clear Peter’s name and bust Jameson’s ass across the planet. The icing on the cake would be the criminal trial, where Parker’s defense consists of character witnesses from the Fantastic Four, the Avengers, and everyone else in between…