Tales of the Puppet Master!

Phillip Masters, aka the Puppet Master, is sitting on a park bench working on a Spider-Man action figure. This gets the attention of a little boy named Louis, who is impressed with the toy. He shows his own action figures, saying that they have been his only friends since his mother died. When the boy goes off to play in the grass, the Puppet Master watches as some bullies ambush the boy and throw his toys in a nearby lake. Feeling sorry for the kid, Masters gives him the Spider-Man figure he was working on, telling him that it will protect him from now on. Louis thanks Phillip for the toy and hugs him. That night, Louis takes the toy into bed with him.

The next day, back in the park, Louis is attacked by his bullies again who take his new Spider-Man toy. However, before they can throw it into the lake, it suddenly comes to life and — despite its small size — fights off the bullies and sends them packing. Surprised, Louis figures his Spider-Man figure will ensure that he will never be bullied again. For a brief moment, he considers bullying others when the figure tells him that with great power comes great responsibility. This convinces Louis not to abuse his new defender and decides to go play since that’ll be more fun anyway.

Recurring Characters

Puppet Master

The Producers

Spider-Man hears cries for help and races to the scene to discover a couple getting mugged by someone in a dinosaur costume. Spider-Man gives the thief chase unaware that he is being observed by the Agents of Atlas, who are following in their cloaked flying saucer. The costumed crook runs into a Broadway theater that is showing a play called Animalia. After inadvertently swinging into the cloaked flying saucer, Spider-Man tries to go into the building but is barred by the bouncer at the door who tells him that only ticket holders are allowed past. Retreating to the nearby bushes, he overhears a scalper peddling tickets and puts in a call to Mary Jane, telling her that they’re going to see that show she wanted to go to.

When Peter and Mary Jane arrive at the show later on, Mary Jane is excited to see it, unaware that Peter only came due to his activities as Spider-Man. As they sit down in their seats, Peter’s spider-sense goes off warning him of the presence of the Agents of Atlas. However, since they are disguised as theater patrons, he gives them no notice. As the play begins, Mary Jane explains to Peter that Animalia uses sophisticated animal puppets just like the Lion King. The audience is addressed by as man in dragon mask who tells them that he has been forsaken. He talks of his people were prosperous as the gods always provided. He then says that the Gods have returned and are changing the way of life for his people. In the flame behind him, images of the villainous Yellow Claw and the Agents of Atlas appear behind him.[1] He then gets then summons his followers, actors in animal outfits, who suddenly appear among the crowd and join the masked man on stage. He then has the audience participate in a ritual ceremony. Jimmy Woo finds the words suspicious and Venus confirms that they belong to a dead language, but she doesn’t know what the words mean. From the flames emerges a massive crab and bat.

When the speaker asks for participants from the audience to join him on stage, Mary Jane tries to go up but Namora shoves past her to get on stage and get a closer look. After two volunteers are on stage, one touches the bat and it suddenly comes to life. However, before Namora can touch the massive crab, the Human-Robot suddenly charges up its eye beam and blasts the crab to pieces. This man in the mask orders his minions to attack the crowd, prompting people to flee in panic. With danger all around them, the Agents of Atlas drop their disguises to deal with it while Peter Parker ushers Mary Jane to safety.

With the crowd panicking, Venus gets to a microphone and begins using her siren’s call to calm people down and get them to leave in an orderly fashion. As the rest of the Agents of Atlas fight the animal men, Spider-Man comes crashing in to lend a hand. Mistaking Gorilla-Man for one of the attackers he begins attacking him until he is pulled away by the Human-Robot and calmed by Venus. That’s when Jimmy Woo explains that he and his Agents of Atlas are trying to stop the attack. By this point, both Namora and Marvel Boy are being attacked by two of the creatures. With the tide of the battle turning, the man in the mask casts a magic spell to teleport himself and his animal creatures away. Jimmy then orders his Agents back aboard Marvel Boy’s saucer, and Spider-Man decides he’s going to tag along. One aboard the ship, Spider-Man asks who the Agents of Atlas are. Jimmy explains that they are part of a secret organization called the Atlas Foundation that was originally tasked with conquering the world. Since Jimmy took over the organization he has and his Agents have been shutting down rogue elements of the organization. With that, Marvel Boy mind links with Spider-Man so he can learn about their current foe. Apparently, the masked man in the play is a rogue member of the Atlas Foundation’s occult branch. He has been creating powerful totemistic avatars by merging the souls of people with his animal automation. However, the spell requires a large group of people, hence his using the play as a front. However, there is a psychic battery that is central to the spell’s continued operation.

They track the masked man and his animal creature s to Rockafeller Plaza where they are all disguised in human form. When the Agents of Atlas and Spider-Man land in the plaza the masked man and his followers drop their disguises and attack. During the fight, the psychic battery is pinpointed as a statue of Atlas carrying the world on his shoulders that has been erected in the plaza. Grabbing the Human-Robot, Spider-Man uses its eye beams to destroy the statue, freeing all the people trapped in the animal forms and ending the spell. With the battle over and their quarry in custody, Jimmy orders Marvel Boy to wipe out everyone’s memories in order to keep the existence of the Agents of Atlas a secret. Spider-Man tries to fight this, but he suddenly finds himself returning home with no memory of what happened. When Mary Jane asks Peter what happened he remembers everything except for the Agents of Atlas. He concludes by quipping that the next time Mary Jane wants to see a show they’re going to see one Off-Broadway.

Recurring Characters

Spider-Man, Agents of Atlas (Jimmy Woo, Namora, Venus, Gorilla Man, Marvel Boy, Human-Robot)

Continuity Notes

1. This is a somewhat abridged telling of the origins of the Atlas Foundation, an organization that was formed for the purpose of conquering the world. They were originally led by Yellow Claw until his position was usurped by Jimmy Woo who has since used the organization as a force for good, check out Agents of Atlas #1-6.