Jessica Drew wakes up in a Hydra hospital bed after being unconscious for quite some time. Standing before her is General Wyndham,[1] a friend of her fathers, and the man who financed his experiments. When she asks for her mother, Wyndham tells her that her mother is dead,[2] and that she had been in a coma for 11 years,[3] and that she is now seventeen years old.[4] Wyndham explains that she saved her when he went to check on her parents and that Hydra has been caring for her for years since. When he asks Jessica if she remembers what happened, she says she doesn’t.[5]

Jessica is taken to the General’s office where he has Marvin Flumm, aka Mentallo, probe her mind to learn the truth. At first, Jessica is uncertain until Wyndham convinces here that it is the only way she can learn the truth about what happened to her parents. Mentallo probes her mind and begins uncovering her last memories. Jessica remembers being outside her nanny, Bova. However, in this memory, Boa has the head of a cow.[6] She then remembers trying to stop her father from harming her mother, and suddenly generating venom blasts from he hands. The sight scares her and she opens her eyes briefly. When ordered to close her eyes again, she sees the image of a werewolf standing over her mother, an image of her father being hit by one of her venom blasts, and then Jessica fleeing her family home.[7] The last thing she remembers seeing the massive form of an armored man standing before Wondagore Mountain.[8] Tormented by these images, Jessica breaks free from Mentallo’s mental link and suddenly strikes him with a venom blast before passing out on the floor.

Later, Jessica sits alone against a tree trying to make sense of her life when she is joined by Jared Kurtz, a young Hydra agent who offers a sympathetic ear. After hearing her story, he tells her that she will feel better once she begins her training.

Not long after this, Jessia Drew begins her training sessions with the masked mercenary known as the Taskmaster. He tells her to hit him with her venom blasts but she insists she doesn’t know how she did it. When he throws some daggers at her, Jessica is able to leap out of the way and instinctively fire a blast that sends the Taskmaster to his feet. He tells her to stop and then thanks her for doing so, telling her that it will help him train her and tells her to be back tomorrow at the same time. She later catches up to Jared who is jogging on the beach and tells him how her training session went. He is impressed to hear that it is the Taskmaster who is teaching her. When she asks what she is being trained for, he tells her that Hydra is a “family” that looks after its own. When she asks who Hydra is, he tells her that they are a group that is trying to repair broken and overthrown by private corporate interests. He says that the have used their wealth to take over every aspect of the world and are ruining the planet, and tells her that Hydra is fighting back against these forces.

Three months pass and Taskmaster continues to train her. After their current session, the Taskmaster tells her that all she is doing is proving that he can make her mad instead of teaching her any skills. To prove this, he orders her to attack him and he evades all over her attacks. He then punches her in the stomach so hard that it knocks the wind out of her and walks away, calling her an embarrassment. That evening, Jessica visits with General Wyndham and asks him if her parents were members of Hydra as she remembers them working for the British government. He explains that while his father did work for the government, he eventually saw that they were failing to protect the people and joined Hydra along with General Wyndham. He goes on to say that his father didn’t tell her because he was probably waiting for her to grow old enough to understand. After hearing this, Jessica tells him that she wants to be a member of Hydra as well. He welcomes her to the family and they both salute and hail Hydra. Later that evening, Jessica is spending time with Jared who tells her that he is going on a mission to Latveria and that he will be back in a few weeks. When she asks to join him, he tells her that she is not finished her training, even though she has powers. He promises he’ll be back soon and the two share a kiss.

The following morning, Jessica reports to her training in the hooded spider-themed costume that was made for her. The Taskmaster thinks she looks ridiculous, but she points out that he is one to talk since he is wearing pirate boots. She battles the Taskmaster with newfound savagery, however before the battle can reach its conclusion, General Wyndham interrupts and tells Jessica that it is time. She is soon briefed that Jared has been captured by SHIELD, an enemy organization and if they don’t rescue him before their psychics can probe his mind, they will be compromised. Giving Jessica the codename Arachne, he sends her to the SHIELD facility in Monaco to rescue him, warning her that SHIELD’s high commander, Nick Fury, is scheduled to be on location.[9]

Easily infiltrating the facility through the ventilation system, Arachne finds the room where Nick Fury and a number of his agents are working over Jared. She then comes crashing into the room vowing to kill everyone present for what they have done to her beloved Jared.

Recurring Characters

Spider-Woman, Hydra (“General Wyndham”, Mentallo, Taskmaster, Jared Kurtz), SHIELD (Nick Fury), (in flashback) Jonathan Drew, Miriam Drew, Bova, High Evolutionary, Gregor Russoff

Continuity Notes

This story contradicts the original origin for Spider-Woman told in Marvel Spotlight #32/Spider-Woman #1. An in-universe explanation has yet to be provided. I provide my interpretation of these conflicts here.

1. General Wyndham’s name is derived from Herbert Wyndham, the High Evolutionary, who first appeared in Thor #134. I’m of the opinion that “Wyndham” is not this guy’s real name and it was selected to help sell the false memories that I believe Jessica is given by Mentallo in this issue, see below for more details on that.

2. Jessica Drew’s mother is indeed dead, as revealed in Silver Surfer Annual #1, she was killed by a werewolf that stalked Wundagore Mountain during the Drew’s time there.

3. This, in my opinion, is another fabrication on Hydra’s part. Per Punisher Annual #1, Jessica was born in the late 1920s and was put in suspended animation for years after contracting radiation exposure. A mixture of the High Evolutionary’s genetic accelerator and an injection by her father’s spider serum gave her her powers, but also required her to be kept in suspended animation almost consistently until she was an adult.

4. This age shouldn’t be taken literally. One should assume that Jessica appears to be physically seventeen years old and not

5. Which goes a long way to support my theory that the events of last issue are implanted memories planted there by Hydra when Mentallo probes her mind, as we’ll see later this issue.

6. The real Bova was one of the New Men, animals hyper-evolved by the High Evolutionary, first seen in Giant-Size Avengers #1. Bova was tasked with raising the various children that lived at the Citadel of Science from time-to-time.

7. The image of the werewolf attacking her mother is actually true. Meriam Drew was attacked and killed by a werewolf in New Mutants Annual #3

8. This would be the High Evolutionary.

9. This mission to Monaco was originally depicted in Marvel Spotlight #32.

On Continuity

As I’ve stated earlier, a lot of elements of this story do not match previously established continuity when it comes to Spider-Woman’s origins. I go into it in more detail in my summary of the previous issue, but basically I am of the opinion that some of the events depicted in this series (particularly the first issue) are fabrications created by Hydra in order to make Jessica Drew loyal to them. This is not that outlandish since that premise already exists in the original Spider-Woman origin as told in Marvel Spotlight #32 and Spider-Woman #1. The inclusion of Mentallo in this story, and the fact that he is the one who probes Jessica’s mind to learn the “truth” also go far to support the theory that Jessica’s memories were altered by Hydra, because why else would they want to probe her mind?

This issue is the least problematic of the series since its events easily slot into the chronology surrounding Marvel Spotlight #32, and even serve as a fleshed-out version of the flashbacks told in that story.

With that said, I have plotted the chronology of this issue for Spider-Woman as follows:

Chronology

• Spider-Woman: Origin #2 (page 1-7): Jessica is treated by Hydra who has Mentallo probe her mind and learn what happened to her (Mentallo is probably scrambling her true memories with the false ones here).

• Marvel Spotlight #32 (page 7, panel 2-3) ~ Spider-Woman #37 (Page 4, panel 3) ~ Marvel Spotlight #32 (page 7, panel 4-6) ~ Spider-Woman: Origin #2 (Page 8-18): Jessica undergoes Hydra training to learn how to control her powers and become an assassin. Jessica becomes the costumed agent codenamed Arachne, she falls in love with a Hydra operative named Jared who later gets captured by SHIELD. Jessica is specifically trained by the Taskmaster.

• Marvel Spotlight #32 (page 1-9, panel 2) ~ Marvel Spotlight #32 (page 4, panel 4) ~ Marvel Spotlight #32 (page 9, panel 3-page 13, panel 3) ~ Spider-Woman #37 (page 4, panel 5) ~ Marvel Spotlight #32 (page 13, panel 4-7) ~ Spider-Woman: Origin #2 (page 19-21) ~ Spider-Woman: Origin #3 (page 1-7): Arachne is sent to destroy Nick Fury. Learns the truth about Hydra. Slays Otto Vermis for manipulating her. (The intel that Nick Fury shares with Jessica Drew in Spider-Woman: Origin #3 is based on stolen Hydra files, which likely were based on the false memories they implanted in Jessica's mind rather than the truth)