STORY: "Along Came a Spider" (20 pages)  Banshee finds Factor Three's base and tries to alert the X-Men.  But they only get part of the message, leading to a misunderstanding and a fight with Spider-Man.

What you need to know:
The Banshee finds Factor Three's base (apparently through the simple method of flying around "Central Europe" until he stumbles upon it).  He tries to tell them where it is, but just sends the message "Beware the Spider" before getting captured for the rest of the storyline.

Marvel Girl manages to track the Banshee down using Xavier's tech.  So now the X-Men know where Factor Three are - "a mountain range in Central Europe."  They just have to find a way of getting there...

The Changeling makes his first appearance, as an unnamed man in a helmet sitting at a control panel in Factor Three's HQ.  The character goes on to become the second person to join the X-Men (thanks to a retcon some time after the fact, when he was used to explain Professor X's apparent death in issue #42).  Much later, he was revived for the cartoon series as "Morph" (the "Changeling" name being unavailable for legal reasons), and alternate reality versions of the character appeared in Age of Apocalypse and Exiles.  Those versions have little or nothing in common with the character who appears here.

It's Werner Roth's final issue as artist, ushering in a phase of artistic musical chairs.

A more innocent time:
Says the Changeling, "I should have realised from the very beginning that a mutant who had to be forced to join us would ultimately betray us!"  Well... yeah, I'd tend to agree there.

The Banshee's message, "Beware the Spider", relates to a mechanical spider which guards Factor Three's base.  I know he's reeling from an injury, but it's not the most helpful message in the world, given that the X-Men don't actually know where to find Factor Three's base.

Comments:
It's one of those "heroes meet up and fight because of a misunderstanding" issues.  This time round, I don't think it was a case of Roy Thomas trying to cram an unrelated concept into X-Men - more likely, they were getting a bit worried by the sagging sales, and decided to go for a high profile guest star.

Anyhow, it's all rather generic stuff.  At least this time there's some progress being made on the Factor Three plot, recapturing some of the momentum lost last issue.  Nice to see the Banshee back, as well.  He's now acting rather more like the character we know from later issues.

FEATURE CHARACTERS
Cyclops, the Angel, the Beast, Iceman and Marvel Girl I
Professor X (behind the scenes)

GUEST STAR
Spider-Man (between Amazing Spider-Man vol 1 #52 and Amazing Spider-Man Annual #4)

SUPPORTING CHARACTER
The Banshee (between issues #28 and #37)

VILLAINS
Factor Three: the Changeling (first actual appearance; from behind the scenes in the previous issue), the Mutant-Master, the Blob, Mastermind I, Unus the Untouchable and the Vanisher (the latter five behind the scenes)

Written: 27 October 2004

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