Mayhem!

Whatever other problems Gwen Stacy had in her life-and she had plenty of them-there were times when she could just leave them all behind. Tonight was one of those times, as she prepared for one of the Fright Night Halloween parties that Empire State University had set up to help its students relax after the stress of midterm exams. After the debacle that had been midterm week, when Gwen had almost certainly failed her Biology exam because she'd tried to confront the villainous Moonstone as Spider-Woman. She'd also missed her English exam altogether, having slept the whole day away due to her exhaustion from fighting Moonstone.

Looking herself over in the mirror, Gwen was able to forget all that. She'd been planning her Halloween costume for months now, and she was distinctly pleased with how good she looked. Dressed in a silk top hat, a white dress shirt, a black bow tie, a black formal evening jacket, a pair of white gloves, a perfectly scandalous short black skirt, dark fishnet stockings and a pair of dark red Manolo Blahniks, the latter a birthday gift from her Grandpa Lieber, Gwen played the role of the formal magician to perfection. Her sparkling blue eyes and long, blonde hair made a lovely contrast with the black and white of her costume, which itself emphasized her beautiful curves, angelic face and shapely legs.

Smiling widely, Gwen blew her reflection a kiss as she mentally ran down her checklist.

Hollow magician's cane, in which she'd hidden her Spider-Woman costume if trouble struck at the party?

Check.

Just the right amount of eyeliner and lipstick to complement her attire?

Check.

Arrangements to meet with Kitty and the rest of the group at Oldred Hall, where the Fright Night party they'd decided to attend was being held?

Check.

The knowledge that she was going to have every guy in the place drooling over her?

Check and mate.

SPIDER-WOMAN #37

"MAYHEM"

"Hey, Gwen!" Kitty Pryde greeted Gwen as she got off the bus. "You look amazing tonight!"

"So do you!" Gwen gushed back as she hugged Kitty. Indeed, Kitty looked very nice indeed-dressed in a deliberately tattered red gown, she played a very lovely Ann Darrow in comparison to her boyfriend, Bruce "Kong" McFarlane, who had come dressed as the ape monster that gave him his nickname. Kong himself wasn't saying anything, his face hidden behind his gorilla mask, although Gwen could tell from the delighted look in his eyes that he was admiring both her and Kitty and was no doubt enjoying every minute.

Gwen just smirked at that thought, before turning back to Kitty.

"Are you guys the first ones here?" she asked.

"Yeah," Kitty replied. "We're just waiting for-"

"We're not late, are we?" Liz Allan interrupted as she came up to join them, her boyfriend Harry Osborn in tow. Despite the chilly night, Liz was dressed in a flattering Middle Eastern belly dancer costume, while Harry was dressed like Blackbeard the pirate.

"No, you're right on time," Kong assured them. "We're not heading in just yet, anyway-the party won't really get started until about 8 o'clock or so."

The group fell to chatting for the next few minutes as they waited for the rest of the group to arrive. Gwen and Liz became so busy complimenting each other on their makeup jobs and trading cosmetics tips that they initially didn't notice the handsome young man in the forest-green tights and plumed hat come up to join them. An archery bow was strapped to his back, and a winning smile was plastered on his face.

"Hi Ben," Gwen greeted Ben Reilly. "You're going as Robin Hood?"

"You bet," Ben grinned back. "It's the one night of the year a non-superhero guy can get away with wearing tights. Besides, I was always a sucker for bows and arrows. I actually lettered in archery in high school."

"Really?" Gwen blinked in surprise.

"Yeah," Ben replied. "I lost interest after I graduated, though...hey Randy!" Ben greeted the last member of their group as he finally arrived. Much to everyone's surprise, Randy Robertson wore what looked like his ordinary street clothes, although his thick black hair was gone and his skin gleamed with an unnatural silver sheen.

"Who are you supposed to be?" Gwen asked in surprise.

"Luke Cage, Hero for Hire," Randy smiled. "What do you think?"

"You look great," Gwen replied, "but what happened to your hair? And why's your skin so shiny?"

"It's just a head covering to make it look like I shaved my head," Randy explained, "and the silver sheen is just this new type of makeup. I did it because it's what Cage's skin actually looks like. His powers make his skin harder than steel, and it ended up shining silver as a side effect."

"Okay, so what the hell are we all standing out here for?" Harry interrupted everyone loudly just as Gwen was about to say something else.

"It's party time!" he continued.

Fright Night was as delightfully freaky as Gwen had hoped. Witches and skeletons danced and drank side by side with schoolgirls and cartoon characters, eager to forget the stresses of school for one night. The DJ's musical selections masterfully set the tone and the mood on the dance floor, playing creepy or uptempo dance music to stir peoples' emotions and get their blood moving, before playing slower romantic songs that allowed them to find comfort in each others' arms.

Geen was having an absolutely wonderful time. Aside from being on stage, being at a large party was when she had the easiest time forgetting her troubles and could simply enjoy life. Aside from the general sense of pleasure she got from the boys' admiring stares and the jealousy of many of the other girls, she greatly enjoyed the slow dances she shared with Ben and Randy, not to mention many of the other guys who had asked her to do so. She was glad her jacket had deep pockets, as she'd needed them to hold the phone numbers several of the guys had given her. In between all her work, her studies and her crimefighting career as Spider-Woman, Gwen hadn't been able to otherwise cultivate as much of a social life as she would have liked, and she eagerly seized the opportunity to expand it now.

What was more, she saw at least three other female partygoers dressed as Spider-Woman. On talking to them, Gwen learned that the other girls admired her heroic alter ego for proving that women could do just as well as superheroes as any man, particularly when so much of her rogues gallery was itself male. Although she did well to hide it, Gwen found it to be extremely gratifying.

Although she was genuinely enjoying herself, Gwen's thoughts kept going back to Randy, Ben and Mark Raxton. If she was ever going to hook up with anyone, it had to be one of them, particularly since they'd all treated her like a princess whenever she'd dated them. The problem was, though, that she'd come to feel a strong connection to all of them, and she felt bad letting any of them down-

"May I have the next dance?" a familiar voice broke in on her thoughts. Turning around, her face lit up again as she saw Mark Raxton dressed in what looked like a Power Ranger costume. Gwen didn't really know much about any of that stuff, but she had to admit that the costume showed off Mark's athletic, toned physique very well, and accented his reddish-brown hair and eyes quite nicely.

"You like what you see?" Mark asked her with a wide smile.

"I sure do," Gwen replied. "And how about you?"

"...Do I ever," Mark finally said after a moment. "And now, about my request?"

As a response, Gwen grabbed him and pulled him in, wrapping her arms tightly around him. Once the song finished, they headed for the bar to get some drinks. On the way there, they ran into a distinctly unwelcome sight-Felicia Hardy dressed as a cat and surrounded by Sally Avril and the rest of her friends.

"Just one guy tonight, Stacy?" Felicia smirked arrogantly, as the rest of her coterie tittered. "That's pathetic, even for you."

"...Tell me again why I'm supposed to care what you think?" Gwen rolled her eyes. "Why do you even waste your time pulling this crap, Felicia?"

"Because it's fun," Felicia shot back, "and because I can."

"You haven't changed at all since high school," Gwen shook her head in disgust. "Tearing people down to try and make you feel better about yourself. Is that what it's all about, Felicia? Stealing other girls' boyfriends? Making them feel like garbage? Making them think you liked them, and then tearing them down again? All that just so you could feel like the queen bee? Am I in the ballpark, or what?"

Felicia listened in silence, an angry flush of pink coloring her cheeks.

"As if you're any better, Stacy," Felicia hissed.

"I wasn't, for a long time," Gwen shot back. "But I actually listened to the people who told me what a bitch I was being. I'm not perfect, maybe I never will be. But I'm still better than you'll ever be...and there's nothing you can do that'll ever change that."

Felicia's eyes flared angrily, and when she spoke her voice was calm, tight and dripping with hatred.

"You just keep telling yourself that, Stacy," Felicia said coldly. "Keep telling yourself that when I'm living the life you could only dream of, and you're still stuck in that same rundown apartment, thinking that someday you're going to be famous. Maybe, just maybe, you'll actually start to believe it."

"Is that what you told Brigid O'Reilly?" Gwen snapped, before turning away from Felicia before she could answer. She did her best to stay calm, but she couldn't help trembling in anger.

"What was that all about?" Mark asked her gently as they continued to the bar.

"Felicia was my rival in high school," Gwen explained. "Suffice to say that she really pushes my buttons. I've tried to stay away from her, but sometimes...oh, God..." she sighed.

"Who's this Brigid O'Reilly person you mentioned?" Mark wondered.

"Brigid was another student at Midtown High who was in the same grade as us," Gwen explained. "She came from a broken home, and it made her really awkward. She tried to make friends, but it was hard for her. Felicia made her life hell, before she pretended to actually feel bad about it and claimed to want to be friends with her. Brigid bought it, and then Felicia humiliated her in public over it."

"Jesus," Mark breathed in disgust.

"That wasn't the half of it," Gwen continued. "After that, Felicia claimed that she really felt bad about it this time, and wanted to make it up to her. She invited Brigid to start hanging out with her clique again, and Brigid accepted."

"Why would Brigid fall for it again?" Mark blinked in surprise.

"She was probably for any kind of attention at all," Gwen sighed. "No one ever tried to help her-I know I sure didn't. I should have, but that's who I was in high school. Anyway, she started hanging out with Felicia's clique, and then she just...disappeared."

"Disappeared?" Mark asked incredulously.

"She just stopped coming to school," Gwen explained. "A lot of people figured she dropped out, or maybe she ran away from home. Her parents didn't know what happened to her, either-but then her father was a junkie and her mother was always in prison. No one really thought much of it at the time."

"Hey, it wasn't your fault," Mark tried to cheer her up.

"I should have done something, at least," Gwen pointed out.

"Maybe you didn't, but at least you're trying to make up for it now," Mark reminded her. "Come on, let me see that smile-you're too pretty to be frowning like that at a party!"

It didn't take Gwen long to fulfill Mark's request, pecking him on the cheek as they reached the bar.

Danny Mallows only laughed as he stumbled off the bus, barely able to stand up straight after all the booze he'd drunk. It was only a few blocks to his dorm, although he seriously wondered if he'd be able to make it all the way. He'd had an awesome time at Fright Night with the rest of Felicia's clique, and he knew that she'd especially appreciated her private interludes with him. That was what was so good about Felicia, namely that she got better every single time he did it with her. She'd been like that ever since high school...

Jolted from his reverie by a sudden burst of cold, Danny wrapped his jacket around himself and muttered under his breath. Looking around, he saw to his surprise that the street was deserted. Then again, he was pretty late getting home, so most of the other kids were probably already in bed...

Looking up at the sky, Danny realized just how dark it was, even for the end of October. The clouds were thick in the sky, suffusing the lights of the streetlamps and buildings with an eerie glow. He made an effort to pick up the pace, seeing that a fog was starting to waft in, and soon he'd have trouble seeing at all. To make matters worse, it was getting even colder outside, and Danny soon found himself shivering.

He picked up the pace, as much to keep himself warm as to get home before the fog and the cold rolled in completely. Unfortunately, he found that he was already too late-the fog was growing in thick around him, making his surroundings fade into a hazy, dreamlike background. The lights still shone through, but now they were indistinct and blurry, to the point where Danny was no longer sure if he was awake or if he'd fallen into a dreamy sleep.

Yeah, that was it. He'd gotten home, fallen asleep on the couch, and now he was having a screwed-up dream. He should probably cut back on the blow...

...Except that he realized this was no dream.

The fog shifted in and out, as the lights blinked on and off. Danny wasn't even sure if he was running or even walking anymore, or if he'd been frozen altogether. Nothing seemed to make any sense, until the fog seemed to thicken and waft towards him.

And then, as the fog entered his body, Danny saw the truth.

He saw it all too clearly.

"Jesus Christ!" he gasped in horror, as the fear and horror of recognition swept through him. "No...this isn't possible...you can't be...you're dead...DEAD!"

Danny Mallows' screams caught the attention of several passersby who were leaving a nearby bar. When they heard the cries, they ran over to see what was happening, but by the time they arrived they saw only Danny's freshly dead corpse, lying in the middle of the sidewalk on a cold and clear moonlit night.

Neither the passersby, nor the police who they called, could tell what happened to Danny.

However, none of them would ever forget the look of pure terror they saw on his face, an expression that showed its owner had seen his death coming and knew full well that he was going to die.

Gwen and Kitty both woke up late the next morning with considerable headaches, although neither one particularly minded. Despite all the problems they'd both had to deal with in the past month, this morning all they had to deal with were their hangovers. Today they intended to take it easy, as neither of them had to work and they both needed a break from everything they'd had to deal with.

"So, what are you going to do today?" Gwen asked Kitty as they cleaned up the breakfast dishes.

"Probably just get caught up on my reading," Kitty replied. "After last night and midterms, I really don't feel like doing anything, you know?"

"Do I ever," Gwen smiled. "I've been needing a break in the worst way, too."

"How are things going with the Kingsley commercials?" Kitty asked. "And that version of Les Miserables?"

"I'm still waiting for the callbacks on them," Gwen explained. "The money I make from them should be able to help us keep the apartment."

"Come on Gwen, you don't need to worry about that," Kitty shook her head. "Like I said, I can pay a bigger share of the rent if you have trouble-"

"It's not just about the money, either," Gwen interrupted before Kitty could continue. "They could both really help my career out! Besides, I hate to leave you hanging with more than your share of the rent."

Kitty clenched her hands in frustration at Gwen's stubbornness. She'd already told Gwen that it didn't matter, that they could just get another place to live if they couldn't keep the apartment-

She was interrupted by the phone ringing. Looking at the call display in surprise, she found that they were being called by the New York Police Department.

"Hello?" Kitty asked in surprise, wondering why the police would be contacting her.

"Ms. Pryde?" the voice on the other end spoke, a voice that Kitty recognized. "It's Detective Jason Macendale, Superhuman Activities Unit. Do you have a moment?"

"Yes, I do..." Kitty trailed off.

"We caught the guy who sent you that threatening letter," Detective Macendale told her. "His name was Willie Stryker, a lowlife from the Lower East Side," he explained. "We arrested him, but he ended up getting beaten to death in one of our holding cells."

Kitty's free hand flew to her mouth in amazement at the news. She wasn't entirely sure how to feel about it.

"Okay...so why are you telling me?" she asked.

"It's standard department policy to inform crime victims when we've caught the guilty parties and inform them on the status of their cases," Detective Macendale replied. "We wanted to let you know that your case is concluded, that's all. You don't have to testify or do anything else-we had enough physical evidence to prove Stryker's guilt to begin with."

Kitty wasn't sure what to say, before Detective Macendale hung up.

"What was that about?" Gwen asked, before Kitty explained it to her.

"Sounds like the bastard got what he deserved," Gwen shrugged when Kitty had finished.

"I don't know about that," Kitty frowned. "It just doesn't seem right. I mean, he doesn't deserve to die!"

"Maybe not, but I'm not exactly going to be shedding any tears for him," Gwen pointed out. "He's just as bad as that dick at the Daily Globe who outed you as a mutant."

Kitty was forced to concede the point to Gwen, although that didn't make her feel any better about it.

Later that day, Gwen's phone rang as she was catching up on the latest Twilight novel. Looking at the call display, she felt alternately thrilled and alternately sick as she realized that Roderick Kingsley was on the other end.

"Hello?" she asked.

"Gwen, sweetheart!" Kingsley said in a winning voice. "Are you available next Saturday? We'll be shooting the first commercial in the morning! It shouldn't take long, maybe just two hours or so."

"...Yeah, I can make it," Gwen finally forced herself to say. "I have to work that night, though."

"It's no problem," Kingsley assured her, before giving her the address of the studio where they would be shooting the film. "See you Saturday-you're going to be a star, sweetie!"

Hanging up, Gwen felt a mix of eager anticipation and unnerved dread.

She was still feeling that way an hour later, when she got another call.

"Hello?" she asked again.

"Is this Gwen Stacy?" the woman on the other end asked.

"Speaking," Gwen replied, curious as to what the person wanted.

"I'm with the Blackfriars Theatre," the woman explained, "and we were wondering if you could come in for the next round of auditions for our production of Les Miserables. This set of auditions will help us make our final casting choice. We were very impressed with your performance last week."

"Thank you," Gwen said, both surprised and gratified. "When's the next audition?"

"On Saturday afternoon," the woman replied. "Will you be able to come?"

"I have to work later that night, but I should be able to make it," Gwen assured her. "Thanks a lot for this!"

"It's our pleasure," the woman assured Gwen, before hanging up.

Despite all the stress and the problems she'd had to put up with over the last few weeks, Gwen felt a sudden thrill of excitement.

Things were finally looking up.

It was October 31, 2007.

Today was Steven Mark Levins' forty-third birthday. It was particularly fitting for him, given that he had become the frightfully dangerous mass-murdering supervillain called Jack O'Lantern. Wearing a ghoulish smiling pumpkin for a head, Jack O'Lantern had killed dozens of innocent and not-so-innocent people as part of his larger scheme to establish a new crime syndicate run by and for costumed supervillains. The Tomorrow Legion, as he called it, was meant for people who reveled in their own depraved nature and committed their crimes as much for sadistic pleasure as for profit. Their costumes, according to Jack, marked them out as willing to openly express their true natures, and he'd formed the Legion as a means for them to make more money and cause more destruction than they could on their own.

Unfortunately, Jack had subsequently been defeated by Spider-Woman and unmasked as Steven Mark Levins, after which he was imprisoned for his crimes. Tonight, on Halloween, he sat quietly in his cell, staring quietly at the ceiling. Some of the other villains had wanted to wish him a happy birthday, but Levins-or Jack O'Lantern, as he now insisted on being called-simply ignored them.

He might have appreciated their birthday wishes, but Jack O'Lantern was too wrapped up in his memories of carving pumpkins to notice. It had been one of his favorite activities as a child, stabbing the knife into the top of the pumpkin and sawing through it until the top came off, after which he proceeded to rip the pumpkin's guts out with a spoon and then carved into its face.

Now, sitting alone in his cell in the middle of the night, Jack O'Lantern was thinking about what it would be like if he tried doing something similar to a human head.

There was so much to consider-should he keep the head's flesh and carve into that, or just tear it off and carve into the bone? Should the victim still be alive when Jack carved into him or her, or should he or she be dead first? Should Jack bleed the victim out first, or what? What kind of patterns would he carve into the faces? Standard Halloween decorations, or should he go for something more exotic?

And for that matter, whose head should he start with first?

Gwen Stacy was the obvious choice, of course, given that she'd been the one to constantly interfere with his fun, but he had to admit it would be enjoyable to watch her suffer if he started by carving up the people she knew.

Gwen's family might have been obvious targets, but the catch there was that would be the sort of thing Gwen was expecting.

No, he'd have to find someone else to do these sorts of things to.

"Are you okay?" Gwen asked Kitty a few days later when she returned home from work. "You seem kind of pale. Are those bigots-"

"No, no...they're all going after Jameson now," Kitty shook her head. "I'm just freaked out by what I've been seeing at the Daily Bugle, is all."

"What would that be?" Gwen asked, careful not to show her interest.

"A bunch of college kids have been found dead over the last week or so," Kitty murmured. "They were all from Midtown High."

"Midtown?" Gwen asked in surprise. "What were their names?"

"Danny Mallows, Kerri Thompson, Reggie Fox and Johnny Krieger," Kitty replied.

"What happened to them?" Gwen asked, alarm bells ringing in her head.

"They've all been found dead. Just...dead, as if the life was choked out of them. And their faces...God, I saw the pictures Eddie Brock took of their faces. They looked...like...like..."

"What?" Gwen persisted.

"...Like they were frightened out of their minds," Kitty finally said.

Although she was careful not to show it, Gwen suddenly became very worried. She recalled the cliques that used to form at Midtown High, including one that involved many of the wealthy and popular students. Gwen hadn't joined it herself, owing in no small part to the bitter rivalry she'd developed with its queen bee, but she distinctly remembered all the students who used to be a part of it.

Aside from the way in which they'd died, the one thing that Danny Mallows, Kerri Thompson and the other victims had shared was that they had all been a part of that clique.

Glancing through the article Kitty had shown her, she realized that they'd all died in isolated areas well after dark. Hopefully that would give her time to look after her homework and her job before investigating as Spider-Woman.

There were only two members of the clique left still alive, and it was a fifty-fifty shot that the killer would go after one of them.

Gwen could only pray that she'd make the right choice.

Sally Avril stumbled off the bus, blinking a few times as she tried to focus her incredibly blurred vision. She realized she'd clearly had too much to drink-she'd missed her stop, and now she'd have to walk another three blocks to get back to her apartment. Fighting the urge to vomit, she realized that she'd gotten even more sloshed than she usually did at these frat parties, as she nearly fell flat on her face.

Wrapping her jacket even more tightly against the cold November wind, Sally muttered under her breath as she realized that it was even chillier than it typically was at this time of year. Her breath was frosting in front of her, and the evening had gotten cloudy all of a sudden. A mist was descending all around her, seeming to get thicker by the minute, obscuring everything around her into a thick, dreamlike haze.

Her brain dulled by the effects of cocaine and alcohol, it took Sally several moments to realize that something was very wrong here. Looking around, she could swear she saw something looming out of the mist, something that stirred a half-forgotten memory at the back of her mind. That memory struggled against the booze- and crack-fuelled daze that she was trapped in, filling Sally with a rising sense of dread and horror that made her slowly realize that she was doomed. Recognition began to dawn on her, a recognition of something she thought she'd left dead and buried.

She was jolted out of her fear by a powerful electrical sting blast that came down through the mist and exploded at her feet. The mist seemingly retreated for a moment, and whatever Sally saw in the mist quickly vanished. A beautiful, lithe figure in a bright red and gold costume jumped down into the alley next to her, turning around to examine Sally.

"You're..." Sally slurred, trying to remember who this new arrival was.

"Are you okay?" Spider-Woman asked her gently, still glancing quickly to either side at the mist that still coalesced around them. The mist seemed to have frozen, swirling in the air as it tried to determine what to make of the second person in the alley with it.

"That mist..." Sally mumbled, looking around in fear. "It's...It's..."

Grabbing Sally, Spider-Woman sprang into the air and spun a webline, swinging out of the alley. They were up on the roof in less than five seconds, but the mist rapidly gathered and rose up to follow them with almost terrifying speed, slithering after them as Spider-Woman ran away, carrying Sally in her arms. Spider-Woman carried Sally over two, three and then four buildings, finally coming back to street level once they couldn't jump any further, but the mist was with them every step of the way and swirled menacingly around them once they were back on the streets.

Looking around in alarm, Spider-Woman shivered at the now deathly cold around them, as the mist began to thicken. She tried to focus on something to attack, wondering if the mist was cover for some supervillain, but she couldn't see anything. In desperation, she tried distributing her special tracking pheromones to anything around them, but all her spider-senses could detect was Sally. As Gwen, Spider-Woman had already marked Sally with her pheromones, which was how she'd been able to track Sally down, but there just didn't seem to be anything out there.

At least, that was what her spider-senses were telling her. Spider-Woman could definitely feel something out there now, something that triggered a nagging sense of familiarity within her. She also felt distinctly unnerved, but as she turned to look at Sally she saw that Sally was almost out of her mind with fear, babbling incoherently and shaking like a leaf. The mists were rapidly thickening, the thing Spider-Woman had detected out there was getting ready to strike.

The mists loomed in at them, as Spider-Woman fired her sting blasts uselessly into the night. Turning around and grabbing Sally tightly, Spider-Woman tried to pull her away, hoping to God they could find some other hero who could help them against whatever was out there. By now, though, Sally was no longer shaking. Instead, she stared into the darkness, begging for mercy as tears formed in her eyes.

Spider-Woman tugged uselessly at Sally's arm, and tried firing her sting blasts at the area where the mist was thickest. The mists briefly shimmered in reaction to the blasts, before they lashed out at Spider-Woman in return.

All of a sudden, Spider-Woman herself wanted to scream as she stared into the face of what was behind the mists, a face that answered a hundred questions and raised a hundred more.

She stared into the face of Brigid O'Reilly.

When Spider-Woman woke up, she had a piercing headache. Looking around in a daze, she found that she was alone. Sally had collapsed nearby, not stirring as Spider-Woman struggled to her feet. Staggering forward, Spider-Woman looked down at Sally, hoping to God that she-

Too late. Spider-Woman stared at the corpse of Sally Avril, in particular the look of pure terror on her face. Sally was just like the others, frightened not just by horror, but by recognition.

Grief and anger filled Spider-Woman as she realized her failure. Now, there was only one member of Sally's clique left, one person who the mists would try to kill, and one person who could explain to her what in God's name was going on.

Springing into the air and webswinging away, Spider-Woman could only hope to God that she wouldn't be too late.

At first, Felicia Hardy rolled over and tried to ignore the banging at her window. She hadn't felt well enough to go to the party tonight, and the banging sound was only making it worse. Finally getting up with a curse, she stomped over to the window to see what was going on, picking up a baseball bat as she did so. She dropped the bat in shock as she saw the spectacular Spider-Woman standing there, a determined look on her face.

"What the fuck...what do you want with me?" Felicia asked in amazement as she opened the window. "You can't just-hey!" she screeched as Spider-Woman forced her way into the apartment Felicia shared with Sally and shut it behind her.

"We need to talk," Spider-Woman told Felicia determinedly.

"Look, bitch, you can't just barge in here and-" Felicia snapped, her temperature rising, before Spider-Woman pushed her back onto her bed.

"If you don't shut up and listen to me, I doubt you're going to live through the night," Spider-Woman hissed. "You're going to answer my questions. If you don't, then you're as good as dead."

"What, are you threatening me?" Felicia sneered. "I thought you were supposed to be a hero, or something!"

"I'm not the one who's going to try to kill you," Spider-Woman said in frustration, looking back out the window and at the door to Felicia's bedroom in alarm. "If you don't get your ass in gear-oh God," she cursed, stepping into a fighting stance as the mists began to drift into the room through the crack under Felicia's door. The mists moved much more swiftly this time, and soon both Felicia and Spider-Woman could feel the other presence in the room with them. They both soon saw it too, as it coalesced and began to take on a decidedly human form.

Soon, it was as if Felicia and Spider-Woman were caught in a twilit netherworld, so thick were the mists now. They couldn't see anything except the ghostly womanlike figure than strode towards them, its skin glowing with a ghastly combination of chalk white, pale green, and ash gray hues that swirled and shimmered in random patterns. The figure's eyes were pale, dead white, gleaming at them in the pearl-grey gloom with a combination of recognition and hatred.

Felicia and Spider-Woman recognized it too. It was someone they'd both thought had disappeared years ago, and that they would never see again.

"Jesus Christ..." Felicia Hardy breathed. "You're...you're..."

I see you remember, Brigid O'Reilly said with an eerie calm. Five have been paid back, and now there's only one. You're the last one, Felicia. The last one who needs to be accounted for.

"Not if I can help it," Spider-Woman intervened, stepping in front of Felicia as her fists glowed with the energy of her sting blasts. "What are you? Why are you doing this?" she demanded in anger.

Tell her, Felicia, Brigid said, turning her gaze on Spider-Woman. Tell her why no one ever saw me again after that night. Tell her what happened to me. You remember, don't you?

Spider-Woman moved to strike, but then the mists closed in on her and she saw the scene playing out in her mind.

"How could you, Felicia?" Brigid O'Reilly demanded. "Why did you have to tell them that? Why'd they need to know?"

"...I don't know, Brigid," Felicia lied. Things had seemed to go so well at first-Felicia trying to make up for bullying Brigid, before pretending to become friends with her and then revealing about how her father was addicted to heroin and had been in and out of rehab twice. She'd announced it out loud in the lunchroom, just to add an extra dash of humiliation.

Brigid had wanted to kill herself after that, until Felicia had made an effort to apologize.

"I've just been so stressed out lately," Felicia replied. "My mom and dad are always fighting, and I just...I just wanted to lash out at someone, anyone!"

"You...really hurt me," Brigid finally said.

"I know," Felicia said, tears forming in her eyes. "Can you ever forgive me?"

Brigid looked back at her, feeling a sense of pity rise up as she saw the pain on Felicia's face. More than that, she felt another sense, a sense that almost no one had ever given her before-a sense of friendship, belonging.

"...Of course I can," Brigid said.

"So, that's the plan?" Danny Mallows asked Reggie Fox as they made their way to Felicia's house. "Tell me again what this stuff does?"

"They call it 'snap'," Reggie explained, "and it's supposed to be a new designer drug. It gives you a high like you wouldn't believe. It's some really good shit, believe me!"

"And I have to keep the camera hidden until after Brigid starts getting high, right? Then we can tape her freaking out?"

"And we'll post it all over the Internet," Reggie smirked. "It was Felicia's idea-once it's all done, all we have to do is just sit back and enjoy the show!"

They laughed out loud.

At first, Brigid's babblings and stumbling had made for a very humorous experience. They gave her one snap tablet, and then another, and then another, taking their own fake tablets to keep her from getting suspicious. Her behavior was hilarious at first, getting more and more manic with every pill she took, until she finally took a bow and collapsed face down on the floor.

Reggie, Danny, Kerri, Sally, Nelson and Felicia all stood there for several minutes, waiting for Brigid to get back up.

Then it dawned on them that she wasn't moving.

Gingerly, Nelson stepped forward to examine her.

"Holy shit..." he stammered in amazement. "She's...she's not breathing..."

"What the fuck do you mean, she's not breathing?" Kerri demanded. "Let me see," she said, shoving Nelson aside and taking a look at Brigid's face. To her horror, she saw that Brigid's spittle was foamy and discolored.

"Oh my God!" Kerri screamed. "She ODed!"

"She ODed?" Felicia's jaw dropped in shock. "No...she...she can't...this can't..."

"Oh God...oh God...oh God..." Reggie muttered over and over again. "We've got to get her to the hospital!"

"Are you out of your fucking mind?" demanded Felicia. "We'll all go to jail!"

"So what the hell do we do?" Sally demanded.

"We're going to go to jail...we're going to go to jail...we're going to go to jail..." Reggie mumbled to himself over and over.

"Will you shut up and let me fucking think?" Felicia snapped at all of them.

"So what do we do?" Danny finally pleaded after several minutes of silence.

"My dad's got a lot of investments in Osborn Industries," Felicia finally said. "The company stores a lot of powerful solvents and other shit in its chemical tanks. Dad says that it'll dissolve anything. I can get us in there without being seen with my Dad's keys. We dump the body, the chemicals melt it down, and it's like she never existed."

Desperation and fear played on the faces of the other five people in the room.

They couldn't think of anything else.

What neither Felicia nor any of the rest of her clique were aware of, however, were the bizarre chemical properties of snap. It could and did have bizarre side effects on people who overdosed on it, side effects that were only enhanced by the toxic soup that Brigid's body was eventually dumped into.

The combination of the drugs and the toxic chemicals...changed Brigid O'Reilly. When the chemicals were flushed out of the tank, Brigid went with it. Only now she was no longer human. She was...something else, a cloud of poison, a bitter cold memory, a sense of mayhem. It took some time for her essence to escape the chemical byproducts, and even more time for her to reconvene the scattered parts of her essence.

She'd only managed to do it a few weeks ago, finally reassembling her memories and her sense of who she was.

Eventually, Brigid O'Reilly finally realized who she was, what had happened to her, and what she had become.

She'd tried to scream, she really did, but no one could hear her.

"Good Lord..." Spider-Woman gasped as Brigid released her from the mental link, turning to stare at Felicia in horror.

"You...you..." she began.

"I didn't have a fucking choice!" Felicia shouted back angrily. "I wasn't about to go to jail!"

Actually, perhaps I should be thanking you, Brigid interrupted sardonically. I nearly went mad when I realized what happened to me, and saw that I wasn't human anymore. It turned out to be a lot more beneficial than I would have thought, especially considering what I was able to do to the rest of our little clique.

Maybe I won't kill you, Felicia-maybe I'll let you walk a mile in my shoes. I think you'd like that-to realize that the people you thought were your friends left you for dead and turned you into a freak? Realizing that you want to scream out your hate and your anger, that you savor every moment of the agony you went through because you'll be able to make them feel terror even worse than you did?

I felt all that, Felicia. I felt all that and more.

And now it's your turn.

"No, stop!" Spider-Woman intervened, stepping between Brigid and Felicia. "Killing Felicia won't change anything! You'll just be sinking to her level!"

After killing five people, I like to think I'm there already, Brigid hissed back, her eyes flashing dangerously as she turned to consider Spider-Woman. I left you alive before because I didn't have a grudge against you, but if you keep trying to stop me I'll be more than happy to change my mind!

Knowing what she was up against this time, Spider-Woman tagged Brigid with a webline and spun around, throwing Brigid out the window. The window shattered as the still-solid Brigid passed through it, and Spider-Woman leapt after her. Still too stunned to fully react, she staggered as Spider-Woman blasted her repeatedly with her sting blasts, unable to shift back into her mist form fast enough. It took her several seconds to finally do so, and by the time she did the sounds of their fight had attracted several passersby, who had come out of a nearby restaurant and the lower floors of Felicia's apartment building to see what was going on. Several of them shouted in surprise, and others fled to call the police, alarmed at the mists that were rapidly thickening around them.

Damn you! Brigid shrieked angrily, her anger almost palpable to Spider-Woman. Felicia turned me into a freak, and you're still trying to protect her?

"Please, you've got to stop this mayhem!" Spider-Woman shouted back, trying desperately to get through to Brigid.

Mayhem? Yes, I suppose that's what I am now! That's what I've always been! Mom and Dad would be so proud! Brigid shouted, as her mists wafted out to all the people who were still standing in the streets with them. Want to see what it's really like? she taunted Spider-Woman, as the people who breathed in her mists began to scream and shout, attacking one another with horrific abandon.

Breathing in the mists herself, Spider-Woman could feel Brigid-no, Mayhem!, Brigid called out in her mind-stirring up fear and anger in her mind. She wanted to lash out, to fight, to scream, as the emotions Mayhem stirred up almost seized control of her.

Spider-Woman shook her head vigorously, reasserting every bit of willpower she could muster as she sprayed her webbing all around her. She entangled all the other people that Mayhem was trying to control, leaving them unable to harm themselves or each other. As if in response, Mayhem's mists seemed to withdraw from them and then concentrate around Spider-Woman, as Mayhem focused all of her rage on the arachnid heroine.

I didn't have to do this, Mayhem told her. I didn't WANT to do this, Spider-Woman, but your interference screwed everything up! I'm sorry it had to be this way, but if I have to use you to kill Felicia, then that's what I'll do!

The anger and fear were almost overwhelming now, as Spider-Woman suddenly felt the urge to track Felicia down and rip her apart. Everything she used to feel, her old resentments and frustrations, were building up again as Mayhem tried to make her attack Felicia.

And yet, Spider-Woman refused to move, summoning up her own memories of what her anger had made her do. She remembered all her old hatred, her loathing of Felicia, her father, Jack O'Lantern and the rest of her rogues' gallery, her anger what her mother had suffered through, her frustrations at all the problems she'd had to endure growing up and since she first put on her costume...

...and how she'd managed to deal with it.

Those things still hurt, Spider-Woman realized, and they're always going to be a part of me. But that's not all I am, and I'm not about to throw everything else I have away because of it!

Why...won't...you...Mayhem gasped, frustration beginning to set in as she kept up the pressure. Felicia's hurt too many people...you can't let her get away with...

I won't let you make me a murderer! Spider-Woman mentally shouted back, steeling her memories one more time. Now get out of my head!

Recoiling in frustration, Mayhem found herself being forced out, to her incredible disbelief. Her screams began echoing through the minds of everyone around her, as her rage went completely out of control.

I'll kill you! All of you! Mayhem raved. I'm a monster, I'm a freak, I'm going to make you all pay! She returned to her tangible human form for a few moments, before spreading out her mists again. The people around them, still trapped in Spider-Woman's webbing, began to gasp and scream as she began stimulating the fear within them as well.

Spider-Woman realized that it was now or never as she tackled Mayhem, knocking her off balance and disrupting her concentration. They rolled and struggled for several moments, Spider-Woman repeatedly blasting Mayhem's tangible form to keep her off balance, even as Mayhem tried to gather her mists long enough to escape. Their fight led them under the electric sign of Felicia's apartment building, which gave Mayhem a sudden idea.

No longer trying to escape, Mayhem began fighting back against Spider-Woman directly, breathing mist into her face to confuse her. Quickly twisting around in Spider-Woman's grip, Mayhem suddenly rose straight up, intending to fling Spider-Woman directly into the electrified sign and burn her that way. Unfortunately, Spider-Woman quickly caught on to what she was doing, and used her super strength to break out of Mayhem's grip and drop down to safety less than a second before Mayhem crashed into the electrified sign.

Once again, Mayhem's psychic screams rippled through everyone present, including the police officers who had arrived. Still solid, her body now crackling with raw electricity, Mayhem broke free of the sign and flew into the air. Writhing in agony, she flew back up towards Felicia's apartment, her murderous intent clear in the minds of everyone who was listening.

Spider-Woman burst into Felicia's apartment less than a second after the brightly glowing Mayhem did. Now completely clouded by pain, Mayhem was lashing out blindly, causing fires as she struck Felicia's wooden furniture. Thinking quickly, Spider-Woman used one hand to spray the budding fires with webbing, smothering them before they could spread, even as she used the other hand to tie up Mayhem and prevent her from doing any more damage.

Spider-Woman realized just how pale Mayhem had become, the mists bleeding off her more and more as the electricity charging her body ripped through her. Her formerly angry expression was replaced by a semblance of illness and exhaustion-the electricity had clearly done more damage to her body than anyone realized. Finally, Spider-Woman pulled her in close, wondering if there was anything she could do to help Mayhem.

It was too late, as Mayhem was already shimmering in and out of focus, the expression on her face alternating between pain and hatred. She tried to mouth something as she finally dissolved into a cloud of mist that evaporated altogether, but she couldn't manage to get the words out.

Both Felicia and Spider-Woman understood what she'd been trying to say.

God damn you, Felicia.

Those words echoed in Spider-Woman's mind as she turned to consider Felicia, who had been hiding in her room during this whole fight. Anger welled up within her as she realized what Felicia and her friends had done to Brigid, and all the death, chaos and horror it had caused over the past several days. Spider-Woman wanted nothing more than to drag Felicia, the only other person who knew the truth about what had happened to Brigid O'Reilly that night, down to face the police, but she knew there was no conceivable way she could prove Felicia's guilt.

All she could do was stare at Felicia in impotent, helpless fury.

"You're responsible for this," she finally hissed at Felicia.

"You can't prove that," Felicia replied, a cold look in her eyes.

"Maybe not," Spider-Woman shot back, "but you're the one who has to live with it."

With those words, Spider-Woman turned around and sprang back out the window, spinning a webline as she took off into the night, too disgusted to stay any longer.

(Next Issue: Gwen tries to get her life back on track, hoping for big things from her audition for Les Miserables and her work in Roderick Kingsley's commercials. Unfortunately, she also has to try to cope with the fallout of midterm exams, along with her efforts to track down Moonstone and the rest of the Tomorrow Legion. To make matters worse, Spider-Woman finds herself confronting a new supervillain menace when she battles the video villain known as Netshape! All this and more in Spider-Woman #38: System Crash!)