Cold Comfort

"These are cute!"

"Ugh, are you kidding? They're so last season."

"What about this one?"

"I don't know…it really doesn't match your eyes."

Such was the conversation of Gwen Stacy, her cousin Jill, Liz Allan, and Kitty Pryde as they made the rounds of Bloomingdale's that weekend. It had been a tough week for the girls, in between attempting to juggle their midterm exams and their jobs. After all the stress they had been through, they had all needed to unwind, and found that a day at one of New York's most upscale shopping malls was just what they needed. As an added bonus, Jill's seventeenth birthday had occurred earlier that week, which gave them the excuse they needed to spend more than they normally would have, despite their rather limited means.

Not that four giggling teenage girls had ever needed a reason to do such things.

Gwen smiled to herself as she took a few steps in the Ugg boots she had insisted on trying on. They fit like a dream, and they matched her jeans perfectly. She winced as she looked at the price tag-the boots would eat up most of what she had made from her first paycheck at the coffee shop, minus what she'd set aside to pay back Kitty and buy Jill a birthday present-but she realized that sometimes, you just had to spoil yourself!

Taking the boots off, Gwen walked over to examine some of the new spring collection that was just about to be unveiled, as Kitty came up behind her.

"Wow, check out the new Chanels!" Kitty smiled as she took one of the emerald green dresses off the rack and posed with it, holding it in front of herself. "Too bad about the price, though…"

"I'm more a Ralph Lauren person myself," Gwen replied as she looked over a beautiful sky-blue combination that was just begging her to buy it…except that Gwen doubted she could have afforded it even if she took out a bank loan. "Chanel's pretty nice, though."

"How about these Kingsleys?" Liz asked, as she and Jill joined them. "These look…what's wrong?" she asked in surprise as Gwen visibly flinched.

"Liz…" Gwen began slowly.

"…Yeah?" Liz asked.

"I'd really, really, really appreciate it if you never mentioned the name 'Kingsley' again. Ever. Emphasis on the 'never'," Gwen said, looking distinctly ill.

SPIDER-WOMAN #15

"COLD COMFORT"

"What's wrong?" Jill asked in concern.

"Let me put it this way," Gwen said, still looking as if she had bit into something distinctly sour and overripe. "If any of you girls ever decide to go into modeling, do not work with Roderick Kingsley. The way he looked at me was…ugh," she trailed off.

"I'm sorry," Liz apologized. "I didn't mean to-"

"Oh, don't worry about it," Gwen assured her. "I just hope Donna Karan will be hiring…"

They chuckled at this.

Gwen's laughter was sincere, as she was feeling better than she had for quite a while. Her mother's banking arrangements had been worked out, she had gotten caught up on her schoolwork, and she had already gotten her first paycheck from her new waitressing job. Best of all, she hadn't had to become Spider-Woman in over a week-with the exception of Jack O' Lantern, all of the villains she had fought up to this point were still in prison.

For now, at least, she could relax and enjoy life.

"I'm glad you could fill in, Gwen," Mr. Spencer told her the next evening as she entered the Empire State Coffee Shop through the employees' back door, dressed in her work uniform. "I know it wasn't your shift, but when Tina got sick-"

"It's fine, really," Gwen assured her boss as she picked up a tray and headed for the main room. "I don't mind at all."

The evening rush was just starting, and Gwen was kept busy for most of the evening. It was always busy-Empire State had become the hip new place among many of the local poets and other avant-garde types-but tonight was especially bad. Run off her feet taking orders and serving customers their drinks, Gwen was relieved when her break finally came around.

She sat down with a cup of her own, yawning briefly before she sipped it. One advantage about Empire State was that it had terrific lattes-a hell of a lot better than the ones at the Coffee Bean. The lattes also had a nice proportion of caffeine, helping Gwen wake up a little and focus her mind.

She was going over her lines for her next Drama project in her head when she heard a familiar voice greeting her.

"I didn't know you liked this place too," Gwen heard a voice greet her in surprise. Snapped out of her reverie, Gwen looked up to see the pale features of Maggie Beck, a notebook in one hand and a cup of black coffee in the other.

"Actually, I work here," Gwen said with a half-smile as she gestured for Maggie to sit down. "What brings you here?"

"I can actually get some studying here without having idiot students bugging me every ten minutes," Maggie rolled her eyes. "People are always making out in the libraries, and it's too damn loud in the Student's Union Building. At least here the conversation is intelligent," she spat in disgust.

"…What are you working on?" Gwen asked, not sure of what to make of Maggie's tone.

"It's for my Psychology class," Maggie replied, as she opened up her notebook, taking out several newspaper clippings and pushing them toward Gwen. "I'm studying supervillain crime-I'm trying to understand what motivates these guys to do the things that they do."

Gwen couldn't avoid having a sour look on her face as she looked at some of the villains Maggie was apparently studying. Among the other villains Maggie had selected but that Gwen didn't recognize, she saw the unwelcome faces of the Brothers Grimm, Firebrand and Jack O' Lantern staring back at her. It was all she could do not to shudder, knowing all too well that none of them were ever going to be glowing pictures of mental health.

"You OK?" Maggie asked in some concern as she took the articles back.

"I'm fine-it's just that some of my friends were kidnapped by one of these guys, and I was there when Jack O' Lantern robbed the bank," Gwen replied. "But why supervillain crime? What got you interested in that?"

"I just find that whole mentality fascinating," Maggie explained. "Here we have people with unnatural abilities, who dress up in outlandish costumes, and either fight criminal acts or commit them. Why do they do these things, especially the more bizarre and violent criminal acts?"

I wish I knew, Gwen thought to herself.

"Take Jack O' Lantern, for example. He doesn't just rob a bank, he goes off on a spiel about how most of these people become slaves to the money they work for, and how it's much better with him, since he's at least honest about his greed. I mean, you could almost say he has a point," Maggie replied.

"He has a point?" Gwen asked incredulously.

"You could say so," Maggie replied unflappably. "I mean, just look at how many people really are obsessed with having the biggest car in the neighborhood, or the loudest stereo, or the most channels on their TV set. You could almost say it's a reflection of our own materialist society."

"Robbing banks is a reflection of our own society?" Gwen asked, more than a little skepticism in her voice.

"Well, it's just a theory," Maggie shrugged. "You could almost say the same thing about the superheroes, too-they reflect a part of us. Like Spider-Woman."

"What?" Gwen asked in surprise, managing not to sound too astonished. "How does she reflect anything?"

"Well, you could apply this to almost any hero, really," Maggie stated. "The supervillains at least have tangible gain-power, money, recognition of some sort. But what do the heroes get out of it? They risk their necks for people they don't know, and they fight incredibly dangerous enemies, but they don't get any reward for it. They don't get any recognition. So why do they do it?"

"Some of them get paid, like the Avengers," Gwen pointed out, uncertainty in her voice.

"Emphasis on the some," Maggie said with a smile. "What about the rest of them, who don't get any reward for it? Do they do it out of a sense of responsibility? Are they trying to overcome some sort of past guilt? Are they venting some sort of anger or trauma? Or is it just out of altruism and compassion?"

Gwen just sat there in silence, before she quickly glanced at her watch.

"Oh no, looks like my break's over," she said quickly as she finished her latte and picked up her tray. "I've got to get back to work. Nice talking to you!" Gwen finished as she quickly walked away.

"Likewise," Maggie called out to her. "See you around!"

Although Gwen managed to keep at doing her job until her shift was over, Maggie's words stayed with her the rest of the evening. She kept thinking about it as she rode the bus back to her apartment, and as she got ready for bed.

As she removed her Spider-Woman costume, which she had worn underneath her waitress uniform, she stared at it long and hard.

She felt no anger…just…well, she wasn't sure.

All she knew was that she simply couldn't help herself.

"So, you're finally going out with Randy?" Kitty grinned teasingly at Gwen as they sat in their living room later that week doing their homework. "Where's he going to take you?"

"Just to the Argent Room, and then to the movies," Gwen smiled, slightly embarrassed. "I really didn't want to do too much else-I still don't really feel right letting him pay for the whole thing by himself."

"Oh come on," Kitty waved Gwen's concerns away. "He owes you for helping him complete that dance video of his. Besides, he just wants to be a gentleman. What's wrong with that?"

"Nothing, really," Gwen frowned. "I just feel like I'm sponging off him, and-"

"Not this again," Kitty rolled her eyes. "Gwen, we all need help sometimes. You're not mooching off Randy, and if you pay me back for the first half of the rent-which you will-you're not mooching off me, either. Look, I don't see what's so hard about this."

"If you say so," Gwen said reluctantly.

"Look, if it makes you feel any better, you can beat up the next group of mutant bigots to come after me," Kitty smirked. "You said you were a blackbelt, right?"

"Third degree," Gwen chuckled. "And yeah, if anyone messes with you-"

She was interrupted by a knock at the door. Putting down their books, both girls got up and walked to the door, where they were greeted by a handsome man with chiseled features, thick brown hair and bright green eyes. Gwen didn't recognize him, but Kitty squealed with glee and hugged him.

"Uncle Steve!" she said brightly. "It's so good to see you again!"

The name triggered a flashback in Gwen's mind, making her think back to Ben Reilly's birthday party at the Argent Room.

"You're…" she began briefly.

"Gwen, you met Uncle Steve at Ben's party, right?" Kitty intervened.

"Right, Steve…Levins, was it?" Gwen shook the man's hand.

"That's right," Steve smiled as he stepped into the apartment and shut the door behind him and took off his shoes. "I was the one who was only married to his job," he joked.

"What are you doing here?" Kitty asked, leading her uncle into the living room as Gwen went into the kitchen to make some tea.

"Your mother just wanted me to give you girls some housewarming presents," Steve replied as he sat down and gratefully accepted the tea Gwen brought him. "Just some extra food, blankets, stuff like that."

"Good old Mom," Kitty sighed. "I should have known she'd be doing this sooner or later…"

"I also wanted to check on you guys and see how you were doing," Steve said. "Especially after…well…you know," he trailed off, referring to the racist vandalism that had driven Kitty out of her dorm and prompted her to move in with Gwen. "Has anyone been bothering you?"

"No they haven't," Gwen replied for Kitty, somewhat annoyed with Steve for bringing up a sensitive topic. Kitty was clearly bothered by it, closing her eyes and shaking her head even as she frowned. "But if they do, they'll regret it, believe me."

"Damn hypocrites," Steve muttered, an angry cloud crossing his face.

"Pardon?" Gwen asked in surprise.

"I'm sorry, they just make me mad," Steve replied. "They claim to be fighting for humanity's future, but then they do all these horrible things."

Civilized bullshit, Steve thought to himself, although he put on a calm face. Bloody hypocrites, every one of them. You think you can stop them? Or are you just like them? he wondered, staring intently at Gwen.

"Is something the matter?" Gwen asked.

"No," Steve shook his head. "I'm sorry, I shouldn't have even brought it up in the first place."

"It's alright," Kitty replied before Gwen could say anything. "How are things at Hammer Labs?"

"Pretty good," Steve replied, sipping at his tea. "Lots of late nights, though. The high-tech industry is a demanding mistress…"

"You're putting in more hours than usual?" Kitty asked in surprise.

Gwen raised an eyebrow at this.

"I have to," he sighed, although his eyes gleamed. "On the other hand, it's not like I have anything better to do," he finished with a half-smile. "How about you?" he asked them. "Where are the gentlemen callers?"

"Uncle Steve…" Kitty blushed in embarrassment.

"Come on, I'm curious," he grinned. "These are supposed to be the best years of your lives. Don't tell me you're letting them go to waste."

Kitty couldn't help but smile as she shook her head.

"I've been looking, but no luck so far," she finished. "I was never too fond of the club scene."

"How about you?" Steve asked Gwen.

"Well, I have a date with our friend Randy tomorrow night," Gwen said slightly hesitantly, "we're going to a movie and dancing."

"Sounds fun," Steve grinned.

"I'm sure it will be," Gwen smiled back.

Steve took another contented sip of his tea.

"And just remember, girls," he finally said, "if those bigots come after you again, just let me know. I'll do whatever I can to help."

His eyes gleamed again.

"That was odd," Gwen frowned after Steve had left later that evening.

"What was?" Kitty asked.

"Well, just your uncle. He was asking these things out of nowhere, and...I'm sorry, I'm not being fair," Gwen replied.

"Well, Uncle Steve has always been kind of eccentric," Kitty shook her head. "He can be pretty forward, especially with people he's just met. He's really nice once you get to know him, though."

"Oh well," Gwen shrugged. "What are you doing tomorrow night?"

"I'm not sure," Kitty replied. "I thought that…isn't Jill's birthday party tomorrow?" she asked in surprise. "Aren't you going?"

"Jill's going out with her girlfriends," Gwen shook her head. "Her biological father is having a party for her. It's not really my place to go, you know?"

"I'm afraid I don't," Kitty said in confusion. "Isn't he her dad? And why wouldn't you go? Do you not get on well with your uncle?"

"He's not my uncle," Gwen insisted. When she saw the blank look of confusion on Kitty's face, she shook her head once more.

"Jill was conceivedby my Aunt Nancy through in vitro fertilization," Gwen explained. "Aunt Nancy had never been able to find Mrs. Right, so she didn't feel comfortable adopting. Instead, she decided to conceive on her own, and one of her male friends offered to donate his sperm."

"Mrs. Right?" Kitty asked in surprise. "So your Aunt Nancy is-"

"-a lesbian? Yeah, she is," Gwen said casually. "She just doesn't like to bring attention to it. It really bothers her when that's the only thing people notice about her."

"I can sympathize," Kitty smiled, as she casually used her intangibility powers to phase through the chair she was sitting on, and pass through the coffee table on her way to get more tea.

They both laughed at this.

"You look absolutely incredible, you know that?" Randy Robertson told Gwen the next night as they went down the steps of her apartment. Clad in a tight green sweater, even tighter jeans and the new Ugg boots she had purchased on her last shopping trip, Gwen couldn't help but smile as Randy looked her up and down. Much to her own surprise, instead of discomfort or anger she felt genuinely flattered. Unlike the usual stares she tended to get-which she had learned to tolerate, knowing she could take care of herself if necessary-she felt a genuine warmth from Randy.

"You don't need to lay it on that thick, you know," Gwen replied with a half-smile as they got into his car.

"Hey, it's my first time, alright?" Rand said in mock defensiveness. "I still need to work on my romantic patter."

"Don't worry, you'll get plenty of opportunity," she smiled back at him.

The night didn't start as well as either of them had hoped. Gwen, not knowing much about film, had accidentally chosen a perfectly bland romantic comedy as the movie they went to see. She was thoroughly bored by it, while Randy cringed at the pedestrian script and standard filmmaking techniques.

Dinner at the Blue Star turned out to be more entertaining, as Randy couldn't keep himself from ranting about how subpar the movie was. Gwen understood maybe half the references he was making, but that didn't matter quite as much, as his vehement condemnations and flailing arms provided all the amusement she needed.

"…I'm sorry," Randy finally finished. "That's what I get for being a film geek."

"Don't worry about it," Gwen assured him. "It's better than me getting worked up and going on an angry rant, after all…"

They both laughed at this.

"Seriously, though," Randy said, as a more pensive look crossed his face. "How are you holding up? I know you've had some problems lately…"

"Don't worry about me," Gwen said, perhaps a little too quickly. "I've got it under control. But how about you? What are you doing these days?"

"Juggling studies and a job is no fun," Randy answered glumly. "Working in a warehouse isn't exactly glamorous, but it pays the bills. Midterms were a pain in the neck too."

Gwen could sympathize. Between her outings as Spider-Woman, her job, and checking up on her mother's accounts, she had been lucky to get any studying done at all.

"What about that performance of A Streetcar Named Desire?" Gwen asked. "Are you still going for that?"

"You bet," Randy grinned. "Great work, great experience…what's not to like? Are you going to be getting in on it?"

Gwen sat thinking on that one for a moment. She could use the money, and the more acting experience she got on her resume, the better. On the other hand, she was already pressed for time with her waitress job, her studies, and her outings as Spider-Woman…

Still, it couldn't hurt to give it a shot, as she told Randy.

"Hey, sounds great," he smiled.

As they headed out to the parking lot after Randy paid his bill, Gwen couldn't keep herself from speaking up.

"You know…Randy…" she began.

"Yeah?" he asked her.

"I…really appreciate your taking me out like this," she smiled. "Don't get me wrong, I'm having a great time, but…"

"But what?" he asked in surprise.

"I still don't quite feel right for you paying for everything," she said guiltily.

"Come on, Gwen," Randy grinned. "It's not a problem, really. Besides, I like being a gentleman."

She smiled at that.

"You know, the night's still young," Randy continued. "You want to go dancing somewhere?"

"Now you're talking," Gwen smiled.

"Wow," Randy gasped, breathless as they left the club at the end of the night. "I knew you were good, but I didn't know you were that good," he grinned.

Gwen just smiled and supported him, feeling slightly guilty about the fact that her enhanced stamina meant she was barely winded from their dance sessions. To his credit, though, Randy had made a valiant effort in trying to keep up. He leaned heavily on her shoulder as she gently helped him into the car, before he started it up. In spite of his fatigue, Randy was just fine to drive, as neither he nor Gwen had had anything but soda pop and water, respectively.

After pulling up in front of Gwen's apartment building, they emerged from Randy's car and made the way to the front door, where they stopped for several minutes.

"Thank you so much, Randy," Gwen said, with a sincerely happy smile on her face. "This is the most fun I've had in weeks."

"Too bad about the movie, though," he chuckled.

"You were more entertaining at dinner than anything on the screen," she shot back.

"I do what I can," Randy said modestly.

It was then that Gwen reached out and grabbed Randy, before pulling him in for a kiss.

"W…wow…" Randy mumbled, a silly grin on his face. "I must have built up some really good karma…"

"Just my way of saying 'thanks'," Gwen winked at him, before she broke away and went into her apartment building, wishing him a good night.

Randy leaned against the door to the apartment for several minutes, savoring the bliss he felt, before he returned to his car and home for the night.

Harry Osborn leaned back with a satisfied smirk, reading the accounts of the destruction of the Osborn Industries warehouse and its defacement by Jack O' Lantern.

More than ever, he was certain he'd been wise to act when he did.

Detective Jason Phillip Macendale, of the New York City Police Department's Superhuman Activities Unit, put down the issue of Popular Mechanics he was reading as the phone rang for the call he had been eagerly anticipating.

"Macendale here…No, Osborn doesn't suspect a thing…Yeah, it was completely defaced…You could tell Osborn was pissed…Does he think we were responsible? Too soon to tell, really…Want I should just keep at it?...Will do. See you around…"

As he hung up the phone and picked p his magazine again, Macendale couldn't help but wonder what his colleagues in the police department would say if they saw the electric wrist-blasters and concussion grenades he enjoyed tinkering with in his spare time.

Not that he really gave a rat's ass, though.

Several days later…

Donald Gill kicked back in contentment as he flipped through the copy of Penthouse Uncle Reggie had given him during the last family visit he had been allowed. His cell walls plastered with pinups of swimsuit models and pictures of assorted family members in their own prison uniforms, Gill would have by any account been an average petty criminal, except for his snow-white skin and hair, ice blue eyes, and the power restraints around his wrists.

Donnie would have preferred to be incarcerated with the rest of his male relatives in the main wing of Riker's Island Penitentiary, except for the fact that an accident involving waste refrigeration chemicals at Osborn Industries had imbued him with incredible superhuman powers to generate and control ice, snow and cold. Taking his grandfather's advice to look for the big score, Donnie had become the costumed supervillain known as Blizzard, a venture that lasted all of one armored car robbery before he had been defeated by Spider-Woman in her first battle with a supervillain.

Many criminals would have been angry at this, and sworn revenge on their nemesis, but Donnie simply took it as a badge of honor to be included in that rare pantheon of supervillains who had been the first ones to be defeated by a particular hero. This exclusive club included such distinguished company as the Shocker (defeated by a rookie Spider-Man), the Jester (defeated by a novice Daredevil), and 8-Ball (defeated by the newly appeared Sleepwalker), and Donnie was proud to count himself among their ranks. He didn't really bear Spider-Woman any grudge-if anything, he thought it was cool that he had earned his spurs fighting a female heroine, and besides being in jail for the last three months had allowed him to spend more time with his family.

Hence it was that Donnie was caught completely off guard as a maximum security lockdown was announced, and the various other supervillains that occupied that portion of Riker's Island known as the Raft, a special facility constructed for super-powered villains. Guards ran past, herding the villains into their cells, as the Guardsmen who acted as additional deterrence assembled in the main hall on red alert.

"What's going on?" Donnie asked through the bars of his cell to one of the guards, who was trying to drag a cursing Electro back to his cell.

"You haven't heard, Gill?" the guard cursed, as one of his fellows came over to help him with Electro. "Some white-skinned freak caused a massive jailbreak at Ravencroft Asylum, let all the super-powered whackjobs over there loose. They're running amuck through New York!"

"So?" Donnie shrugged.

"We're all busting out tonight!" Electro shouted in victory, kicking at the guards with a wicked smile on his face. "And New York's gonna burn!"

"The hell it will, Dillon!" the second guard cursed, before he sprayed Electro with mace. Cursing in frustration, he turned back to Gill.

"Don't you watch the fucking news?" he scowled at Donnie before he and the other guard dragged Electro away.

Donnie only shrugged. He didn't socialize much with the other supervillains, finding the majority of them to be obnoxious jerks who spent most of their time ranting to each other about how they were going to kill Spider-Man or Darkhawk or Moon Knight, bragging about their own villainous exploits, or insulting each other for ending up back in jail for the sixth or seventh time.

While Donnie knew he wasn't the sharpest knife in the drawer, he figured that too many of his fellow super-criminals really needed to rethink their priorities.

It was thus that he simply climbed back onto his bunk and resumed reading his nudie magazine, confident that the Guardsmen would keep everything under control.

Donald Gill received a rude awakening when he heard the roof of the Raft brutally torn open, and then the sickening, hideous laughter that sent chills down his spine. Jumping off his bunk in alarm and looking through his cell door, he was confronted with the sight of the hideous white-skinned, skull-faced thing and the eerie green energy it emanated from its eyes, engulfing everything in sight.

All around Donnie, everything turned to bedlam as the Guardsmen seemingly went insane, babbling about any number of subjects. The skull-faced thing, covered in spikes and spines-Psyko, Donnie now remembered it being called-then cast its green eyebeams over the cell doors and power restraints of the supervillains, causing them to come to life with a twisted agony of their own before they shattered. Now free, the supervillains cheered Psyko loudly, as they prepared to escape.

But Psyko wasn't finished, laughing hysterically as he cast his insanity over the villains themselves. Soon they too were screaming and ranting to themselves as their bodies began to act with a will of their own, seemingly under Psyko's control.

Paralyzed by fear, all Donnie could do was stand there as the green energies wafted over him. Everything went black for a moment, before the nightmare began.

Mom, Dad, Grandpa Mikey, Uncle Edgar, Auntie Raye, Cousin Fred, Cousin Reggie, Cousin Bart, his sister Carrie, Auntie Susan, Uncle Joey, Grandma Louise, and everyone else in the Gill clan…Donnie saw every one of them. Their throats were cut by prison shivs…they died at the hands of vigilante convenience store clerks…they were shot by the rest of the gang after an argument over the take…they were murdered for their welfare cheques…

Every.

Single.

One.

Over and over and over and over again.

And all Donnie could do was scream, even as the powers he had acquired as Blizzard were turned loose on the streets of New York at Psyko's command.

Spider-Woman's muscles ached as she held up the ceiling, giving the panicking family time to escape. Her webbing had only managed to slow the collapse of the building-she still had to hold it up to keep it from coming down altogether.

On her way home from work when the riots had broken out, Gwen had changed costume just in time to stop a multivehicle smashup that would almost certainly have killed the people in the cars. What she couldn't understand was the sheer level of insanity that had broken out around the city-even random objects began acting crazy, going berserk as if they had minds of their own.

New York seemed to have gone mad, as a veritable army of supervillains and lunatics had been turned loose, causing random mayhem and destruction with their powers as spontaneous outbreaks of madness occurred elsewhere. It was all Spider-Woman had been able to do to rescue many of the victims of the craziness, and she was already breathing heavily. She had simply been too busy simply trying to protect the people who were still sane to stop any of the supervillains, fighting the overwhelming sense of frustration and despair she felt as another disaster broke out every time she seemed to be on top of one.

Breathing heavily as she emerged from the wrecked building, which fell apart as soon as she let up the pressure on the ceiling, she looked around for Avalanche, who she recognized all too well as being behind the earthquakes that had leveled the place. To her immense relief, she saw that Avalanche had apparently already been subdued by Moon Knight, who was binding the crazed mutant with a taut silvery-gray cord before taking off in the opposite direction to take on Electro, whose random lightning bolts had already caused at least one fire.

Spider-Woman would have moved to follow him, except that the people she had just rescued began screaming once again. She felt a sudden chill in the air, and the screaming behind her was all too familiar. Whirling around in alarm, she saw that she didn't recognize the snow-white skin or ice-blue eyes of the new arrival, but the voice behind the screams, to say nothing of the ice storm that seemed to follow him everywhere, reminded her all too well of her old enemy Blizzard.

Concentrating intently, she caught Blizzard square in the back with a sting blast, causing him to turn around and stare straight at her as the family ran for their lives.

"You're a part of this, too?" Spider-Woman scowled at her freezing foe. "I don't care what you're planning, but it ends now!"

"No, Mom! Please, don't hurt her! Dad…why can't you…No, not you too!" Blizzard cried out seemingly at random, even as his arms pointed directly at Spider-Woman. A deadly barrage of ice balls was released at the arachnid heroine, who dodged and rolled out of the way before charging up a sting blast to fire back. Blizzard was faster than she anticipated, managing to stay on her and pummeling her with hail pellets the size of golf balls before switching to barbed icicles that cut into her, raising rivulets of blood on her arms and legs.

Wincing from the pain as she leapt into the air over Blizzard's icicle blasts and coming down on the other side, Spider-Woman dropped to her knees and fired a webline at Blizzard's shin. Giving a brief tug, she pulled the crazed thug off his feet to send him crashing heavily on the ground. She quickly ran towards Blizzard as she fired her sting blasts, hoping to knock him out and end this fight quickly, but once again he recovered more quickly than she anticipated and raised a large wall of ice between them, easily absorbing the blasts. The ice wall then shattered into several large blocks of ice that rained down on Spider-Woman, forcing her to dodge and roll out of the way. To make matters worse, Blizzard had made the ground all around him icy and slippery, causing Spider-Woman to stumble before she used her spider-grip to regain her balance. Even that wasn't enough to avoid a block of ice hitting her square in the chest, clipping her on the head as it bounced off.

Dizzy from the blow, Spider-Woman quickly leapt over the battering ram of ice Blizzard then threw at her. She had no intention of using the same violent tactics she had the first time she'd fought him, knowing full well that any number of innocent passersby could be hurt in the crossfire, along with the fact that the city had suffered enough damage already.

Thinking quickly, Spider-Woman found a better way to end the fight. Jumping onto the roof of a nearby car that was heavily battered by Blizzard's ice storm, she fired her sting blasts at the ice that the frigid villain had created all around his feet. Her guess had been correct-the ice conducted the energy of her sting blasts through to Blizzard, who suddenly stumbled and let up his assault, caught off guard by the blasts. As soon as she saw the opening she had been waiting for, Spider-Woman charged in and caught Blizzard at point-blank range with another sting blast, before hitting him with a quick punch to knock him out.

As Blizzard collapsed, Spider-Woman was about to web him up and leave him for the police, but then it was her turn to be caught off guard as Blizzard stirred back to life several seconds later.

"W…what happened?" he groaned. "Mom? Dad? Grandpa Mikey? Where are-hey!" he said in alarm, looking up into Spider-Woman's face. She quickly stepped back into a fighting stance, her hands glowing with the energy of her sting blasts.

"Hey, hey, no!" Blizzard pleaded, holding up his hands in surrender. "I don't want to fight! You win, you win!"

"…Do you know what's going on here?" Spider-Woman asked him slowly.

Blizzard briefly explained what had happened at the Raft, shuddering as he did so.

"My mind, it was just filled with…oh God," he sobbed. "I was like a...a puppet."

Spider-Woman felt a wave of pity for her supposed enemy, stunned by the fear in his eyes.

"Look, you'd better lay low, alright?" Spider-Woman warned him. "There are still a lot of villains on the loose, and everything's still going crazy. I can't stay, I've got to go."

"Wait!" Blizzard called back to her as she turned to leave.

"Look, I can't stay!" Spider-Woman said in frustration, turning back towards him with a scowl. "There are still too many people in danger!"

"Let me come with you!" Blizzard replied. "You look like you could use some help."

"Come again?" Spider-Woman was flummoxed.

In response, Blizzard began emanating a wave of cool air that washed over Spider-Woman. Tired and worn as she was, adrenaline filling her veins, Spider-Woman savored the deliciously cool and soothing feeling she got from the breeze.

"I can't let my family die," Blizzard said as he continued to cool Spider-Woman down. "There's got to be something I can do!"

She simply stared at him in amazement, stunned by the sincerity in his voice.

"Let's go," she finally said.

Sting blasts and ice battering rams could both break through rubble that had innocent people trapped, wall-crawling and ice slides provided a helpful way of rescuing people trapped on second-story or higher floors, and spider-webbing and concentrated blasts of snow both made highly effective fire retardant.

The latter function was especially necessary as Spider-Woman and Blizzard made their way uptown, following a trail of increasingly hot fires. At first Spider-Woman had suspected that the destruction was Firebrand's doing-she knew he'd probably be doing this even if he wasn't under that Psyko freak's control-but the truth was just as bad. Up ahead they saw Pyro screaming in terror at the fires being out of control, something Spider-Woman found particularly ironic, since Pyro was also shooting random fireballs everywhere, many of which took human shape and were committing random mayhem all around them.

Conjuring another ice storm, Blizzard set about dousing Pyro's fire creations as Spider-Woman caught Pyro with a sting blast to get his attention. At first the temperature rose as Pyro turned around and fired a long blast of fire at Spider-Woman, but it quickly fell back to more bearable levels as Blizzard fought back by cooling the air. Spider-Woman rolled around the fire blast and quickly sprayed her webbing at Pyro, quickly smothering the flames at the end of his hands and causing him to stumble and fall as he lost his balance. The fiery villain, still crying and shouting about the consuming fires, began emanating flames all over his body to try and burn the webs off, but Spider-Woman was faster, blasting Pyro with another sting blast as she quickly advanced and knocking him out with a final punch.

Pyro slowly began to revive, free of Psyko's malign influence, but Spider-Woman knew full well what the flaming mutant was capable of and blasted him senseless with her sting blasts before he could fully recover. Off in the distance, Spider-Woman and Blizzard could see another mob of people suffering from Psyko's living nightmares, and braced themselves to charge back in...until the people seemingly regained their senses, as in another part of the city, the mysterious hero known as Sleepwalker managed to finally defeat Psyko and put an end to the horror.

An exhausted Spider-Woman sat down to catch her breath, as Blizzard sat down beside her. They looked at each other uncertainly for several minutes, not sure of what to do next.

"You're not going to web me up for the police, are you?" Blizzard asked Spider-Woman. "Because I'm not going anywhere-I'm going back to jail."

Rationally, Spider-Woman knew she should have been surprised to hear that, but for some reason it didn't astonish her in the least.

"Why did you help me today?" she asked slowly. "The first time we met, you were robbing an armored car. You directly…" she trailed off slightly awkwardly.

"Directly attacked you?" Blizzard grinned. "Yeah, I did. But see, all my family's ever wanted was the big score. If New York were burned to the ground, there'd be nothing left for us to rob!"

Spider-Woman only raised an eyebrow at this.

"I'm a trailer park boy," Blizzard concluded, "not a killer." He stood up to greet the police officers who advanced on them, cheerfully holding out his wrists for the handcuffs and power restraints they were holding in their hands.

"That still doesn't explain why you're willing to go back to jail," Spider-Woman pointed out.

"We're having a family get-together for Auntie Sara's parole hearing in May," Blizzard explained as the police hauled him away. "I don't want to miss it!"

Spider-Woman only stared at him in amazement, before she burst out laughing.

Blizzard laughed with her as the police loaded him into the wagon.

(Next Issue: As New York City rebuilds in the aftermath of Psyko's invasion, Gwen's life continues on as normal, as she goes with Randy to an auditon of A Streetcare Named Desire. But what will happen when Kitty inadvertently tells her cousin Ben Reilly about Gwen's activities? And what will happen when Liz finally confronts Harry Osborn on his Unfortunately, Gwen realizes she can't worry about these problems when the Brothers Grimm return to resume their fight with Spider-Woman, orchestrating a bizarre new show for their adoring public! All this and more in Spider-Woman #16: Lights, Camera, Action!)