Peter Parker attends a street festival with his friends Roger
Hochberg and Mia Carrera but can’t stop brooding over Black Cat who was
seriously injured recently—and whom he realized he is in love with. Not far
away, Steve Rogers is there with Bernie Rosenthal, who is in love with him but
he can’t stop thinking about the dead Sharon Carter. Pete spots Steve, introductions
are made and they all walk around the festival together. Suddenly, the festival
is overrun by rats, minions of the feral villain Vermin, leading them in
foraging for food. Pete sends Mia and Roger home, claiming he is going to take
some photos for the Daily Bugle; Steve doesn’t have to make up an excuse as
Bernie knows about his secret identity. Spider-Man and Captain America run into
each other in the men’s room and team up against the bad guy. Vermin sics his
pack of wild dogs on Cap then has his rats swarm over Spidey. Cap uses a hose
to blast the rats off Spidey while Spidey webs up the dogs attacking Cap. But when
this is done, they find Vermin has gone. SHIELD Agent Gail Runciter shows up, off-duty,
she just happened to be passing by. Cap and Runciter work out their
disagreement during the assault on Zemo’s caster (in CAPTAIN AMERICA #278). She
invites him back to her apartment where she tries to get romantic but Cap
resists, heart still aching from Sharon Carter, also a SHIELD Agent, and the love
of Bernie Rosenthal, who loves him as Steve Rogers….
Meanwhile, Peter Parker arrives at his apartment to find
Mia, Roger having gone home. As they talk, Pete finds himself attracted to her—but
a news report that Vermin has barricaded himself in a supermarket leads him to
push her out, change into Spider-Man, and swing to the scene. Cap is also there
and they enter the darkened market together where they are attacked by the
feral villain; as they fight, they suspect that Vermin gives off some sort of pheromone
that causes revulsion and clouds the mind so they are having trouble fighting
him. But when Vermin tries to unleash his rats on them, he finds they have all
deserted him and the heroes are able to defeat him in his confusion….
Later, Cap tells Spidey not to be ashamed of seeing
something of Vermin in himself; all men have those feelings, which must be
dealt with. They separate, each going to see the woman they love….
“A Cover is Born”
Writer/Photographer: Eliot R. Brown.
Synopsis: The cover photographer, Eliot R. Brown, describes
in some detail how the cover photo was created and reproduced for this issue,
including showing some rejected options.