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Real Name: Martha "Mattie" Franklin

Identity/Class: Human mutate

Occupation: Student; formerly adventurer

Group Membership: Loners (Darkhawk/Chris Powell, Hollow, Lightspeed/Julie Power, Namie, Ricochet/Johnny Gallo, Turbo/Michiko "Mickey" Musashi, Phil Urich)

Affiliations: Arachne (Julia Carpenter), Beast (Hank McCoy), Black Cat (Felicia Hardy), Captain America (Steve Rogers), Helen Capshaw, Daredevil (Matt Murdock), Rosa Esteves, Marie Esteves, Hercules (Alcaeus/Heracles), Human Torch (Johnny Storm), Iron Man (Tony Stark), Jessica Jones, Lockdown, Madame Web (Cassandra Webb), Morris Maxwell, Cheryl Lansing, Robert Meridian, Norman Osborn, Psylocke (Betsy Braddock), Detective Phil Rodriguez, Speedball (Robert "Robbie" Baldwin), Spider-Man (Peter Parker), Spider-Woman (Jessica Drew), Mr. St. Commons, Senator Ward, Rosetta Stone Mr. Tomlinson, Wasp (Janet van Dyne)

Enemies: Cluster, Coterie (Brood and Badoon alliance), Delilah, Diablo (Esteban Corazon de Ablo), Doctor Octopus (Otto Octavius), Electro (Max Dillon), Daphne Faversham, Flesh & Bones (Donna & Bess Bliss), Denny Haynes, Ana Kraven, Alyosha Kravinoff, Sasha Kravinoff, Brian Leighton, Miss Itch & Mr. Scratch, Nekra (Nekra Sinclair), Nighteyes, Ranger, Shadowcaster, Shadraq, Sister Ursula, Spider-Woman (Charlotte Witter)

Known Relatives: Jerry Franklin (father, deceased), Mrs. Franklin (mother, deceased), John Jameson (foster cousin), J. Jonah Jameson Sr.  (foster grandfather), J. Jonah Jameson ("uncle"/foster father, see comments), Marla Jameson ("aunt"/foster mother, deceased)

Aliases: Spider-Man, "Little lady" (nickname used by Captain America), "honeybunch" (nickname used by the Human Torch), "Small fry," "Kid" (nicknames used by Flesh), "Spider-Man with little tits" (nickname used by Jessica Jones), "Kid" (nickname used by J. Jonah Jameson), "Dear," "Sweetie" (nicknames used by Marla Jameson), "Spider-Chickie"  (nickname used by Mandroid operator), "Matt" (nickname used by Jessica Drew), "Girl," "Insignificant chattle" (nicknames used by Norman Osborn), "brat" (nickname used by Charlotte Witter)

Base of Operations: Unrevealed;
                                     formerly Los Angeles, California, USA
                                     formerly Club 616, New York City, New York, USA
                                     formerly J. Jonah Jameson's apartment, New York City, New York, USA

First Appearance: (seen): Spectacular Spider-Man I#262 (October, 1998); (identified as Mattie Franklin): Amazing Spider-Man I#441 (November, 1998); (as Spider-Woman): Amazing Spider-Man II#5 (May, 1999)

Powers/Abilities: Empowered after taking part in the mystical "Gathering Of Five" incident, Mattie allegedly received the gift of "ultimate power" though she seemingly never fully manifested her full potential. She had limited invulnerability, superhuman strength (lifting up to 10 tons), speed and reflexes. She could fly and also manifest four psychic spider legs from her back that can be used for quick transportation. Mattie could control the form and shape of her spiderlegs. At one point, she absorbed the powers of three other Spider-Women and briefly could generate bio-electric "venom" blasts, weave psionic webs and had mild telepathy. She later lost all of these "stolen" powers except for Charlotte Witter's spider legs. Mattie's source of power was the Gathering of Five shard. Proximity to one of the other four shards could cause her to faint. Mattie was allergic to cats, as even the slightest exposure to cat hair caused her to have an uncontrollable sneezing fit.

Height: 5'8"
Weight: 123 lbs.
Eyes: Blue
Hair: Black

History: (Spider-Woman III#15 (fb) - BTS) - Mattie lost her mother when she was just a kid and barely knew her. Even so, thinking about her always caused the young girl considerable grief.

(Spectacular Spider-Man I#262) - Fifteen year old Mattie listened in on her father's telephone conversation with Norman Osborn, who had called to discus the elder Franklin's participation in the mystic "Gathering of Five"ritual that could either grant great powers, madness or even death. Sensing her father's hesitation, the cocksure teenager figured him a "wuss" and decided to take his place during the ceremony. She retrieved the artifact required for the ceremony and flew to New York, where Osborn was waiting for her father at LaGuardia airport. He was understandably stunned when she showed up instead, carrying the mystical stone in a brief case.

(Amazing Spider-Man I#441) - Mattie joined Osborn to meet the other participants in the Gathering ritual: Morris Maxwell, Madame Web and Override (Gregory Herd). After some bickering, particularly from Maxwell, who didn't feel the teenage girl was old enough to appreciate the risks involved, and Osborn, who grew furious when he spotted her reading a Spider-Man comic, they commenced with the ritual. They each placed their respective artifact to complete the mystic object which would divide the gifts of power, knowledge, immortality, madness and death at random among the participants. Madame Web was the first to place her shard and seemingly received the gift of death though it was in fact immortality. Mattie was next but while she gained ultimate power, all she felt was slightly lightheaded. Override inserted his shard in its slot and received death but mistook it for immortality. Morris Maxwell figured he would gain ultimate power but when he dropped to the floor, frothing at the mouth, everyone believe he'd been gifted with madness, unware that he had received ultimate knowledge. Osborn was the last one left and completed the ritual. He gained madness but in his deluded state, believed he'd acquired power instead. Despite Mattie's protests, he donned his Green Goblin gear and swore final vengeance on Spider-Man.

(Amazing Spider-Man II#1 - BTS) - After defeating the crazed Norman Osborn, Peter Parker decided to abandon his costumed identity and live life as a private citizen with his Aunt May and wife Mary Jane. As the months went by, various superheroes grew concerned about the "missing" webslinger though Peter decided not to inform them. At the same time, Mattie discovered some of the powers that she'd gained after the Gathering ritual and decided to take the place of her missing idol. She crafted a costume that made her appear like Spider-Man, compensating for the fact she was much smaller and a girl, and set out to do good.

(Amazing Spider-Man II#1) - Mattie's first adventure as Spider-Man was a fight against Scorpion, who was tearing up the streets of New York looking for Peter Parker, whom he had been hired to kill. Though she tried her best, the far more experienced villain eventually buried her under a pile of rubble and left "Spider-Man" for dead. She followed the villain's trail of destruction to the Tri Corp Research Foundation, where Parker happened to be applying for a job. Moments after the Scorpion had confirmed Parker was his target, Mattie arrived as Spider-Man, much to Peter's amazement. He watched the two fight, noticing that "Spider-Man"was flying instead of leaping. In the end, he felt the need to involve himself in the fight and short circuited Scorpion's cybernetic combat armor by hooking its tail up to the lab's Kirby 2000 generator. Before Peter could ask who this new Spider-Man was, Mattie had taken off.

(Spectacular Spider-Man II#1) - Mattie continued her heroic stint as Spider-Man, fighting a band of armored mercenaries calling themselves the Agents of Anarchy, who were trying to break the international terrorist known as the Ranger out of jail. The fight was witnessed by Peter Parker, who was there to take pictures for the Daily Bugle, assessing the fight as it progressed. "Spider-Man" failed to prevent the Ranger from escaping custody during the fight, though Mattie did recognize Peter Parker from their earlier encounter at Tri Corp. When the police arrived on the scene, Mattie quickly departed and spent the rest of the day searching for the Ranger, eventually getting a lead that he was going to attack Senator Ward, who was due at JFK airport the next day. As fate would have it, Mary Jane Watson was on the same flight, which meant Peter Parker was also present when the Ranger made his move. "Spider-Man" also showed to continue their fight but the overconfident, chatty Mattie did not realize Ranger was a lethal professional. In the end, Peter felt obligated to step in and slugged the Ranger before he could kill Senator Ward. This allowed "Spider-Man" to recover and, embarrassed at being upstaged again, began pummeling the Ranger into submission before once again fleeing the scene...telling Parker to stop following her or he'd be sorry too.

(Amazing Spider-Man II#2) - Mattie was practicing her Spidey skills, jumping and gliding from building to building, wondering how the original Spider-Man always made it look so easy. In the process, she spotted a bank robbery in progress and swooped in to stop the criminal. After delivering the man to the cops, she darted up the nearest wall again and realized all that running and climbing had left her pretty tired. She then realized the thing that made traveling easy for Spider-Man was still missing from her outfit: web-shooters. Some time later, while she was taking a break and monitoring her handheld police scanner, she overheard  a disturbance at Osborn Industries involving a superbeing of unknown origins. Mattie quickly flew there to investigate the case and ran into Shadrac (who was actually former Gathering of Five participant Override). Their fight was broadcast on live television, which alerted Peter Parker, who rushed to Osborn Industries feeling the need to help. "Spider-Man" tried to fight Shadraq but was eventually injured by his otherworldly flames and knocked out. Peter acted quickly and grabbed the unconscious webslinger, noticing he was as light as a feather. Removing the mask on a nearby rooftop, Parker was stunned to find "Spider-Man" had been a teenage girl in a padded suit. When Mattie came to, Peter put on her mask to conceal his identity. Immediately figuring out she'd been rescued by the actual Spider-Man, Franklin first asked a ton of questions then briefly recounted her origins before insisting he carried on the fight in her stead. She removed her costume to reveal the padded undersuit. Ignoring his wife's wishes, Peter agreed to her proposal, donned the suit and swung back into action.

(Amazing Spider-Man II#3 - BTS) - Right before facing Shadrac, Spider-Man made a mental note to visit with Mattie, calling her "the girl who would be Spider-Man," to get her to tell him the full story about how she got her powers.

(Amazing Spider-Man II#5 (fb) - BTS) - Mattie decided to continue using her powers to do good. Creating another Spider-Man-based costume for herself, she went out to fight crime as the new Spider-Woman. At the same time another Spider-Woman (mad fashion designer Charlotte Witter, who was empowered by Doctor Octopus) decided she was going to kill Spider-Man once she was the only Spider-Woman left alive. To achieve this, she traveled to Madripoor, where she took out Jessica Drew and absorbed what little spider-powers she had left, then she moved on Julia Carpenter, who was left paralyzed after Witter's draining attack. After reading about a new Spider-Woman in New York City, Witter knew what she had to do.

(Amazing Spider-Man II#5) - Mattie took on a band of armed Y2K-conspiracists who had robbed a bank in an attempt to "safeguard" the gold from the coming panic when the millennium bug would hit (see comments). When one of the attackers called her "Spider-Girl" during the fight, she slammed into them, insisting she was Spider-Woman, as "Spider-Girl" made her sound "so... so... nouveau nouveau geek!." After she'd dealt with the robbers, she took her time answering reporters' questions, figuring she wasn't going to make the same mistake as other arachnid-centric heroes had made by antagonizing the press. At the Daily Bugle, the news of this new Spider-Woman and the attacks on two other heroines of the same name made Peter Parker realize he had to seek out Mattie. He eventually located her right in the middle of opposing a small invasion of the Mole Man's monsters in Midtown Manhattan. Mattie got swallowed by one of the giant beasts and continued to fight the hapless creature on the inside while Spider-Man made him throw the young girl back up. The two Spiders teamed up to send the monsters back underground. Spider-Woman then prepared herself for another informal press conference, making sure the media knew she wasn't called either Spider-Girl, Lass or Kid. Before she could answer a single question, she was picked up by Spider-Man, who brought her to the nearest rooftop for a stern talking to. The headstrong Mattie was not interested in Spidey's good intentioned advice and threw a bit of a tantrum, claiming he was just jealous due to her better powers and press. Before he could reply, she was attacked by the lightning fast Charlotte Witter, who grabbed Mattie out of Spider-Man's arms and rushed to drain her powers. When Spider-Man interrupted the absorption process, getting knocked around as a result, Witter announced she had no other choice but to kill both heroes.

(Spectacular Spider-Man II#5) - Spider-Man managed to escape the bloodthirsty Spider-Woman, though dragging the barely conscious Mattie along slowed him down considerably. They briefly took refuge in an empty office, where Mattie once again told him her origins and how she'd received her powers. When she attempted to prove her abilities would return, she tossed Spider-Man across the room, smashed up the office and then collapsed again after having completely spent herself. Realizing he needed help, Spider-Man took her to the Black Cat, who agreed to take them both in while the other Spider-Woman was still looking for them. In the end, Witter's enhanced senses picked up Mattie's energies and she moved in for the kill, easily outwitting both the Black Cat, whom she tossed out of her own skyscraper apartment, and Spider-Man. However, the still inexperienced villain was no match for the two veteran vigilantes and was forced away in the end, unaware a tracer had been placed on her tendrils. Spider-Man then took Mattie to the nearest hospital for treatment despite the girl's hatred of hospitals following her mother's death.

(Amazing Spider-Man II#6) - While she was still in the hospital recuperating, Mattie was visited by her "aunt and uncle" J. Jonah and Marla Jameson. After Mattie's father had informed them she'd run away again, Jameson had used his contacts with the Bugle to locate her. He grew incensed when he learned Mattie had gotten hurt during a fight in which Spider-Man was involved, even though the girl insisted he was actually the one who brought her to the hospital. Jameson stormed out to call the Bugle with Marla behind him in an attempt to calm her husband down. Moments later, Mattie received another visitor: a young woman in a wheelchair who introduced herself as Madame Web, rejuvenated after receiving immortality during the Gathering of the Five ritual. Web declared she had a job for the powerless Mattie.

(Contest of Champions II#2) - Mattie was one of the many superhumans of Earth recruited to compete against one another as part of the Coterie's cosmic game. Quickly overcoming her initial fear, she was ready to fight the Human Torch (Johnny Storm), who was expecting an easy victory. At first, he tried to impress her with his agility and superior flying skills but she managed to grab him and threw him  through a few buildings. Figuring that was enough for her to win, she proceeded to dig her opponent out, unaware he was already behind her. The Torch then generated a flame vortex around Franklin which sucked out all the oxygen around her, causing the heroine to faint.

(Contest of Champions II#3 - BTS) - Like all heroes who lost their matches, Mattie was teleported to a jungle-like environment aboard the Coterie's vessel, which was infested with nanites that inhibited superpowers. Now completely powerless, Mattie and the others soon realized they were being stalked by the Brood who, along with the Badoon, were the real powers behind the Coterie.

(Contest of Champions II#3) - Mattie, alone and powerless, was running from a Brood warrior who was quickly gaining on her. She was inadvertently rescued by the arrival of Lockdown and Rosetta Stone, two Negative Zone vigilantes who found themselves pulled into the conflict. Aided by Iron Man and Psylocke, the two new arrivals fought off the local beasts. In the aftermath, Iron Man used his armor's scanners to check on the unconscious Spider-Woman, concluding she was fine and just needed to rest for a while.

(Contest of Champions II#4) -  Mattie joined Beast, Wasp, Lockdown, Hercules, Daredevil and Rosetta Stone for Iron Man's briefing on their current situation. Stark explained the nannites, the Coterie's true rulers and the fact that they were stuck in the belly of an Acanti starwhale. They then began to plot both their escape and to keep the other heroes safe from harm, fully aware any one of them might already be implanted with a Brood embryo.

(Contest of Champions II#5 - BTS) - After the defeat of the Coterie, Mattie and the other heroes were returned home.

(Spider-Woman III#1 (fb) - BTS) - Mattie was checked out of St. Timothy's hospital by Cassandra Webb, who assured the hospital staff she would take care of her.

(Spider-Woman III#1) - Mattie was brought to Madame Web's apartment, where she met the other, also powerless, Spider-Women Jessica Drew and Julia Carpenter. Web explained the reason for bringing them all together was to help her find the still futigive Spider-Woman who had stolen their powers.  Though they didn't care for Web's rather brusque and stern approach, the Spider-Women agreed to help her. Mattie and Jessica Drew went out into the city looking for clues, checking out the spot where Spider-Man had last fought Witter. This led Madame Web, who had been monitoring them telepathically, to pick up a faint psychic residue belonging to Witter. She sent Mattie and Jessica to follow the trail which ultimately led them to an old, abandoned brownstone Spider-Woman had been using as a hideout. Confident she could take on the depowered former Spider-Women, Witter attacked and would have easily defeated them if not for the arrival of Spider-Man, who had been looking for Mattie ever since Webb checked her out of the hospital. During the fight, Witter used her mental control over men to paralyze Peter while preparing for a killing blow. Mattie was then contacted telepathically by Web, who assured the panicked girl that she still had control over her Gathering of Five powers even if they currently resided within Witter. By focusing her mind, Mattie established a connection with Spider-Woman and managed to reclaim her abilities, though she'd also absorbed Witter's ruined visage.

(Spider-Woman III#2) - Spider-Man tried to calm Mattie, who had run off after realizing what had happened to her. She swatted him away as Jessica Drew and police Detective Rodriguez arrived on the scene. Mattie then started to convulse and, screaming in pain, manifested a set of giant, hairy spider legs from her back. She proved unable to control them and was dragged along by her new limbs, skittering across the rooftops to a nearby van, where Mattie was shocked to find Doctor Octopus and Charlotte Witter. As soon as she was restrained, Mattie learned that Witter was still in control of the spider legs that Mattie had  just "stolen" from her. Witter was ready to kill Mattie but Doc Ock assured her the process could be reversed. He then hooked up Witter to machinery that gave her complete control over Mattie's body and, after dressing her in a makeshift costume and mask, Ock took "Mattie" to fight Spider-Man and Jessica Drew, who were still in the area. Despite being aided by Detective Rodriguez, the heroines were no match for their tentacled opponents. However, Madame Web telepathically sought out Charlotte and managed to cut the connection between her and Mattie's mind. Herself again, Mattie attacked Doctor Octopus and used her spider legs to pin him down long enough for Spider-Man to knock him out. In the aftermath, Mattie learned her face had returned to normal as Jessica Drew congratulated her and said she'd earned the name Spider-Woman. Later, while having a private chat on the Chrysler building, Spider-Man also wished Mattie well, though he did advise her to consider a new costume. Looking at the green number she was still wearing, Franklin could do little but agree.

(Spider-Woman III#3) - As she flew away from her meeting with Spider-Man, Mattie contemplated his words on her needing her own look. She was so lost in thought that she almost hit the World Trade Center but her psychic spider legs popped out instinctively to prevent the collision. A little freaked out that she apparently still possessed Witter's legs, Mattie for the first time managed to reign them in before continuing on her way. She decided the best way to set up a place for herself in New York was to drop by the penthouse apartment of J. Jonah Jameson and his wife Marla, who were distraught over the fact Mattie had vanished from the hospital a few days earlier. They had contacted Mattie's father Jerry, who had also come to New York. The three were more than a little surprised when Mattie showed up and proceeded to chew her out. In a private conversation with her father, they discussed her stealing the Gathering of Five splinter, which Mattie described as doing him a favor before coldly stating that there wasn't anything he could do to prevent her from becoming a hero in New York. Frustrated, Jerry left and Mattie cleverly got Marla and Jonah to take her in for the time being. The next morning, Mattie accompanied Jonah when he got a tip about "some freak" trying to rob a bank. Thanks to Jameson's connections, Mattie got to see the security tape of the botched robbery. Later that night, after hastily creating a new costume for herself that she was barely satisfied with, Mattie went on a stake out to see if the weird-looking woman that she had spotted on the tapes would return. Long, tedious hours of waiting were rewarded when she saw the sisters Flesh & Bones approaching the bank to try again. Thinking she was dealing with a schizophrenic who was talking to herself, Mattie failed to realize the blonde woman that she soon attacked was actually just Flesh. She was grossed out when Flesh's sister Bones emerged from her sibling's mouth and attacked. Mattie took to the air and commented that the sisters must make half their getaways while the good guys are throwing up. While delivering this quip, Bones grabbed her and slammed her to the ground. Flesh then jumped her and began to strangle and smother the young hero. After a five minute long struggle for air, Mattie passed out.

(Spider-Woman III#4) - Flesh and Bones dropped the unconscious Mattie off a nearby skyscraper, figuring the fall would finish her off. However, Mattie's psychic spider legs once again popped out in time to save her. The drop revived Mattie but she couldn't find any trace of Flesh and Bones and headed home. The next morning, she awoke to find Marla and Jonah had arranged an interview for her at a luxurious private school, much to Mattie's chagrin. The Jamesons insisted and that afternoon, she was enrolled for the next semester that would start in five weeks. Jameson figured it would be for the best if Mattie had a chaperonne for that period of time and roped freelance photographer Peter Parker to look after her. Initially impressed to meet the man who had taken so many photos of her idol Spider-Man, Mattie's excitement was soon dampened when she realized Parker was "just" another working stiff. However, she did accompany him on an assignment to take pictures of the Commerce and Mercantile Bank that Flesh & Bones had tried to break into. As soon as Mattie entered the bank vault, she briefly passed out. When she came to, the concerned bank manager decided to send her home in one of the company limos. Stuck in traffic en route, Mattie suddenly got an idea and used the limo's sun roof to fly away. She went to see her old Gathering of Five associate Morris Maxwell, who had gained the gift of infinite knowledge but was still running a pawn shop in Greenwich Village. Maxwell confirmed Mattie's suspicion that one of the Gathering shards was stored in the bank vault and had caused her black out. Figuring that must have been what Flesh & Bones were after, she got Morris to reveal where she could find the twisted sisters. After briefly stopping at home to don another new costume, Spider-Woman went to the abandoned metro station described to her by Maxwell. As soon as she went in, she found not only Flesh & Bones but also Greg Herd, another Gathering of Five participant, who had received death, unaware thatHerd's consciousness had been replaced by that of Gray Dolman, who shared his existence with the demon Shadrac . Mattie overheard an argument between the sisters and Dolman, who lost control and turned into the fiery, furious Shadrac. Mattie stepped in to protect Flesh & Bones from Shadrac's attacks and learned that he had created the Gathering shards centuries ago and had sent the siblings to the bank to steal Maxwell's shard. His plans now thwarted, Shadrac decided to leave by burning his way through the ground. Flesh, who had developed feelings for Dolman, rushed after her man into the fiery pit and was seemingly burned alive. Without her sister, Bones crumbled into dust, leaving a very confused Mattie Franklin to wonder what had just happened.

(Spider-Woman III#5) - Five weeks after facing Flesh & Bones and wearing yet another new costume, Mattie was in Manhattan after midnight to practice her powers. This time, she willingly let herself fall off a roof to see if her spider legs would rescue her. When they did, she was overjoyed but still felt awkward about the fact they looked so hairy and gnarled. By focussing her mind, she recreated them into smooth, shiny and stylized versions before drawing them back inside again. The next morning, she went to her first day of private school and immediately took care of some girls who tried to bully her by dropping them all to the ground with one rapid, unseen swipe of her psychic spider legs. Mattie befriended the young, timid fellow student Cheryl Lansing, who wouldn't leave her side even when their class went on a school trip to New York's museum of antiquities. During the tour, Mattie's bullies tried to intimidate Cheryl but Mattie's attention was caught by the fact that one of their shadows seemed to have a mind of its own, unaware that it was actually the villain Shadowcaster. She quickly realized this shadow was not connected to anyone and changed into Spider-Woman to find out. She returned in time to see the shadow steal a scroll and some artifacts from the Ancient Egyptian exhibit. Mattie tried to stop him but found it difficult to hurt something that wasn't really there. Shadowcaster had no trouble hurting her however, and tossed her into a display case of mummies. This freaked Mattie out long enough for him to evade a guard and make his escape. Spider-Woman immediately went to Madame Web but neither Cassandra nor Jessica Drew could provide her with any useful information or insights on this mysterious new supervillain. Cassandra however brought up another possible problem: Jessica Drew had recently started to regain some of the enhanced strength she had once possessed as Spider-Woman before Charlotte Witter drained her. Since Mattie, in turn, had absorbed all of Charlotte's stolen abilities, Mattie could possibly be slowly losing her super powers.

(Spider-Woman III#6) - Hoping to get some leads on the mysterious, thieving shadow creature, Mattie and Jessica went to Morris Maxwell's pawn shop. The omniscient Maxwell almost had a seizure when he was barraged by the information he had gotten after Drew wanted to test his knowledge by asking who she was. After he'd recovered, he tried his best to help Mattie and Jessica locate Shadowcaster. When the women finally formulated the right question of "where can we meet Shadowcaster?," he pointed them to an old, rented house on Long Island. As soon as Jessica and Mattie arrived there and had located the stolen artifacts, they were contacted by Madame Web, who telepathically informed them that she had picked up a massive shockwave of psychic energy, which she felt was connected to Shadowcaster. After claiming an old and powerful evil had been reborn in to the world, Webb added that she feared that not even Mattie's powers would be enough to contain it. With this vote of confidence, Spider-Woman rushed back to Manhattan, where she found that the museum of antiquities had been transformed into a pharaoh's court of old, ruled by Shadowcaster, who had taken his place as its ruler. Spider-Woman first fought off his animated manikins and then faced Shadowcaster head on, succeeding in using his own energy staff against him. He then seemingly transformed into a living shadow again. However, Mattie realized the true nature of this power in that he wasn't actually becoming a shadow but merely turned invisible by bending lightrays around himself which still caused him to cast a shadow. With this knowledge, she managed to finally hit and bring down the villain. Preferring death over defeat, Shadowcaster effectively committed suicide, leaving only a pitch black shadow mark on the floor of the museum. Later meeting with Drew, who had remained in Shadowcaster's Long Island home, Mattie learned the origin of the villain. His shadow-casting stuff remained a mystery but Drew decided that Doctor Strange would be best suited to deal with this matter. She assured the curious Mattie that Strange wasn't someone that she'd met yet and, if she was lucky, never would. Later that day, Mattie overhead J. Jonah on the phone discussing the situation at the museum and teasingly suggested Spider-Man might be behind it...or even Spider-Woman. Not amused, Jameson threw the grinning teen out of his office.

(Spider-Woman III#7) - Annoyed by the fact that she'd only fought villains recently with unrevealed or incomprehensible motives, Mattie went to see Morris Maxwell. Despite Jessica's warnings, she asked the all-knowing pawnbroker to help her find and fight a bad guy that she could understand. Maxwell guided her and Jessica to Death Valley. After Cassandra Webb gave the two her blessing, Drew and Franklin flew to the desert in a private jet. After changing into her latest costume, Spider-Woman decided to fly around and patrol the area, hoping to find the threat that Maxwell had alluded to. Not finding anything noteworthy for hours, she got a little bored and followed a lizard around which led her to a weird pool of swirling sand from which a flying saucer with giant, mechanical tendrils emerged. Mattie tried to radio Jessica but static prevented her from reaching Drew, who found herself under attack by mysterious rock monsters that split in two smaller versions after she hit them. Mattie, still pursued by the saucer, ran into Jessica, who was fighting off over half a dozen tiny sand monsters. Mattie lifted up Drew and flew her to relative safety while Jessica commented that the creatures seemed to operate as a cluster mind. The young and brash Spider-Woman decided to take the fight to them but was soon overwhelmed by the ever smaller-growing creatures. The monsters forced Mattie into the mouth of the flying saucer which quickly took off with Jessica Drew hanging on to the hull for dear life. Inside the saucer, Mattie found machinery that produced the creatures as well as a sentient computer mind that emulated and repeated everything she said in an attempt to master English. All the while, the saucer moved closer to a giant, city-sized mothership hiding elsewhere in Death Valley.

(Spider-Woman III#8) - Frustrated that the monsters kept repeating every word she said, Mattie attacked and defeated a great number of them before she realized the creatures had picked up enough English to speak it. She was then stunned to find one of them had become an exact copy of her. Dashing away deeper into the ship, she pieced together what was going on in that the saucer had been a probe sent by an alien race that visited other worlds to test the local population to see if they could be conquered. Races who failed the test were subjugated and absorbed into the Cluster to be used as foot soldiers like the creatures Jessica Drew fought in the desert. At the same time, Drew had found a way into the saucer and, after briefly fighting Mattie's Cluster copy believing it was her, joined Spider-Woman in helping to destroy the saucer. This apparently was enough to convince the race that had sent the Cluster that conquering Earth was an unattainable goal. The saucer and the giant mothership melted into nothingness within minutes while Drew and Franklink were left behind with more questions than answers. The two headed back to New York City to check in with Madame Web. They found the seer unconscious on the floor of her apartment and were stunned to find she'd lost her youthful appearance. Her granddaughter Charlotte Witter, whom Webb had been trying to treat ever since Mattie had reabsorbed all the Spider-powers she took, had escaped.

(Amazing Spider-Man III#14) - Shocked when she read in the paper that Peter Parker's wife Mary Jane Watson had seemingly died in a plane crash, Mattie put on a newly designed costume and flew out to Peter's high rise apartment to offer her support. After changing back into her civilian clothes, she slipped in through the open patio door and was met by May Parker, who initially thought the young girl was an intruder, but the distraught Peter assured her Mattie was actually okay. Franklin helped May prepare Peter's favorite breakfast but before they could eat, they were attacked in the Parker's apartment by Charlotte Witter. She had instictively used her vestigal psychic abilities to determine Peter Parker was Spider-Man, a fact she blurted out, causing Mattie to learn Peter's secret identity as well. While Peter made sure May Parker was safe by locking her in a closet, Mattie proceeded to fight Witter, a confrontation which eventually moved to the New York rooftops. Spider-Man did his best to keep Mattie safe. Spider-Woman was such a nuisance that Witter decided to retreat and wait until she could have a one-on-one with Spider-Man. Before she left, she threw Mattie into a wall, which broke and covered her with debris. Spider-Man dug the banged up, unconscious teen out of the rubble. On a nearby rooftop, he took off his mask so he could administer CPR. Mattie revived during the process and replied by passionately kissing Peter. Hanging on to her stunned hero, she announced that it was all so perfect and meant to be, her getting powers and MJ dying. The lovestruck teen then announced to the horrified Parker they were made for each other.

(Spider-Woman III#9) - Ignoring Mattie's declaration of love for the moment, Spider-Man took her back to Madame Web's headquarters. There, the heroes learned that Witter, by absorbing Mattie's powers, inadvertently had become a part of the Gathering of the Five ritual. This upset the delicate mystic balance, causing Webb to lose her youth and vitality while also draining Mattie's power again, even returning some of Drew's in the process. Not sure how to deal with this, the heroes visited Morris Maxwell, who was once again barely able to cope with the knowledge that flooded his mind when he was asked how to stop Charlotte. When he recovered, all Morris could offer was: "nothing." Believing this meant Witter was unstoppable, Spider-Man and Spider-Woman went on patrol later that night. Mattie tried to apologize for kissing Peter, admitting that she felt it was a thoughtless and mean thing to do. Moments after that, they spotted Witter on a nearby rooftop and attacked her. Charlotte proved too powerful for them, gaining even more strength as the battle proceeded. This was reason enough for Spider-Man to end the fight, dragging Mattie back to Web's headquarters. There, they correctly guessed the meaning of Maxwell's words in that by using a mental technique taught to them by Webb, they could prevent Witter from feeding off them. This would cause Charlotte to expend all her energies, eventually burning herself out. Mattie and Spider-Man subsequently faced her again and didn't even try to attack her. The strategy worked and Witter was once again brought to Cassandra Webb for safekeeping. Madame Web promised Spider-Man that she'd use her telepathy to erase the knowledge of his secret identity from her granddaughter's mind. She also agreed to the hero's request to remove it from Mattie's, something the furious, teary-eyed teen didn't agree with but the deed was done anyway.

(Spider-Woman III#10 (fb)) - Mattie, another new costume ready to go, accompanied Madame Web and Jessica Drew to the Meridian Institute, where Cassandra planned to have her granddaughter Charlotte Witter committed. In order to explain away the age difference, Webb pretended Witter was her sister when she met with the institute's director Robert Meridian. None too eager to sit through a boring meeting with the director going over Witter's medical needs, Mattie decided to wander the grounds. Ignoring Meridian's request not to enter any places that were clearly marked off limits, she entered a wing of facility with padded cells. Spotting one of them was occupied, she knocked on the door and was shocked when the "Rhino" came crashing out, unaware it was actually projecting exomorph Brian Leighton. Mattie changed into her Spider-Woman gear and chased the villain with Drew and Web watching her go. "Rhino" soon spotted her and, to get rid of her, threw a car at her which tossed Mattie, vehicle and all, towards a nearby playground. Mattie managed to throw the car into the nearest river to keep the kids safe and then dove after the vehicle, returning it to dry land.

(Spider-Woman III#10) - It didn't take long for Mattie to find "Rhino" again but when she faced him, he suddenly sprouted Doctor Octopus' trademark tentacles. At the same time, still in the Meridian Institute, Madame Web was besieged by the presence of a deep and dark evil. A remorseful Robert Meridian was forced to reveal that they had been keeping an evil there older than mankind, powerful enough to destroy everything.

(Spider-Woman III#11) - Realizing she wasn't fighting the true Rhino, Mattie did her best to contain Leighton while Web and Drew heard the boy's origins from Robert Meridian, who explained the child also was a minor telepath who used his connections to the minds of others to base his creations on. Mattie learned this the hard way when she continued to fight him and he began manifesting aspects of other Spider-Man villains like Venom. She was then contacted by Madame Web, who used her telepathy to guide Mattie into Leighton's mind, where she faced him head on. After some initial mishaps, Mattie figured her thoughts could also alter the mindscape and she transformed herself into a giant Japanese fighting robot. The battle ended when Webb gleaned the reality of the situation. Brian Leighton wasn't evil but when Meridian had met him, the doctor's fear for the young boy's power created another mental connection that filled Brian's internal world view with untold terror and horrors. Web severed that connection and vowed to perform her own brand of psychic "surgery" to make sure Brian Leighton would no longer suffer from his uncontrollable powers. In the aftermath, Mattie and Jessica were saddened by the notion that they all thought Leighton was the villain of the piece while he actually was its greatest victim.

(Spider-Woman III#12) - During Spring Break, J. Jonah Jameson surprised Mattie and Marla with a trip to New Orleans, where he had a publisher's convention. Mattie's shy school friend Cheryl was also invited along since her parents were also away for the week. As soon as they landed in New Orleans, the Jamesons were briefed about a werewolf stalking the city in recent days. Even though they were advised not to go out at night, Mattie couldn't wait to find and face the creature. With a little clever trickery, she got the police to offer the name of the detective handling the investigation and, as Spider-Woman, slipped into his offices that night to check on his findings. She quickly spotted a pattern to the werewolf sightings, which all seemed to center around the convent of St. Agnes. The next day, Mattie managed to convince Marla and Cheryl to accompany her to the convent and the cemetary. Arriving in the late afternoon, the three women walked around until it started to get dark and Mattie spotted a locked door that seemed to connect the convent to the cemetary. Subtly using her super strength, she breached the locks and flew into the convent, soon finding herself in the basement, where she spotted the Mother Superior lamenting the fact that they had to sacrifice Sister Ursula.

(Spider-Woman III#12 - BTS) - Cheryl and Marla soon noticed Mattie was missing and, finding the previously bolted down door now open, entered the convent grounds. There, they were quickly spotted and arrested for trespassing.

(Spider-Woman III#12) - As soon as the nuns left the subterranean cell area, Mattie, covering her face with the Spider-Woman mask, snuck up to the cell Ursula was kept in. Briefly making small talk, she proceeded to rip out the cell door and allowed the nun to go free. However within moments, Ursula changed into a ferocious werewolf that ran onto the school grounds.

(Spider-Woman III#13 - BTS) - J. Jonah Jameson bailed out Cheryl and Martha and returned with them to the convent to look for Mattie.

(Spider-Woman III#13) - Mattie fought the werewolf on the convent grounds while the nuns prepared their final defense against their sister: a gun loaded with a silver pellet made from a centuries old melted down, blessed crucifix. As soon as the Jamesons entered the convent, they found themselves stalked by the werewolf. Cheryl got trapped in a mausoleum and was approached by the creature, who seemed fascinated by the crucifix the young girl was wearing. Picking it up with her claws, Ursula scratched Cheryl. Before further harm could befall to her, Spider-Woman arrived to continue the fight. In the end, it was J. Jonah Jameson who ended the threat. He realized the Mother Superior was unable to shoot one of her own, a sentiment he could sympathize with given the fact that he went through a similar situation with his son John. Nevertheless, Jonah took the gun from her and fired the silver bullet straight into the monster's chest. Dying, Ursula reverted to her human form and thanked Jameson for saving her. The mood decidedly ruined, the Jamesons cut their New Orleans vacation short and returned home the next day, with Cheryl giving the scratch she had received barely a second thought.

(Spider-Woman III#14) - While on patrol as Spider-Woman, Mattie grew frustrated with the lack of criminal activity. Her heart skipped a beat however, when she spotted several police cars near a jewelry store that had just been robbed under mysterious circumstances. She was allowed to go in and take a look at the scene of the crime, though the second she poked her nose into the empty vault, she was suddenly overcome by a sneezing fit that was so severe she had to leave the store. Thoroughly embarrassed by this allergic reaction, she realized she was only allergic to cats, which made no sense given the circumstances. Mattie went to see Madame Web for information and Cassandra dug up a few leads. For one, there had been three recent, similar  jewelry stores burglaries, all of which used the same insurance company and alarm system. Armed with this information, Mattie decided to do some undercover investigation the next day, visiting one of the previously robbed shops. When she had another uncontrollable bout of sneezing while checking out the merchandise on the display cushions, she figured out yet another connection: cats. Checking back with Madame Web, Mattie was a little annoyed when Cassandra admitted she'd already figured out this particular case but refused to help her in order to teach the young heroine that there was more to superheroics than flying and punching. Giving the matter some thought, Mattie decided to check out the insurance firm that all of the robbed storefronts had in common. She entered the office of Daphne Faversham in order to get some answers. Daphne refused to answer any questions even when Spider-Woman cornered her. When being near to Daphne caused another series of sneezes, Mattie realized she was connected to the source and dragged the story out of her. Daphne's lover was a blind mutant calling himself Nighteyes, whose power was controlling cats and using them as his eyes and ears. With them as his silent spies, he was able to rob the stores in coordination with an employee of the Excelsior Alarm Company, who had delayed the final installation of the stores' various alarms for a cut of the profit. After delivering Faversham to the nearest precinct, Mattie went forth to confront Nighteyes in his home and was able to bring him in, despite her severe allergies to the numerous cats he kept around his place. Afterwards, Madame Web congratulated her young ally on a job well done.

(Spider-Woman III#15) - Bored on patrol, Spider-Woman rejoiced when she spotted Captain America fighting a trio of renegade Mandroid combat armors. She decided to involve herself but her sudden appearance briefly distracted Cap, who slipped and fell, allowing the Mandroids to gain the upper hand. Captain America was still a bit disoriented when he threw his shield in an attempt to aid Spider-Woman, only to have the shield bounce off at the wrong angle and hit her in the back instead. Despite these foul ups, the two heroes beat the Mandroids and Cap even held the swooning Spider-Woman in his arms while she commented that he felt like he was made out of rock. Cap took the clumsy attempt at flirtation in stride and politely said goodbye before continuing his mission. Mattie felt embarrassed the next day for having hit on Captain America of all people. She was still distracted on the bus to school, where she and Cheryl were once again bullied by the same group of girls that had been giving them a hard time since Mattie arrived at the private school. Clearly not thinking things through, Mattie used a small measure of her super strength to put the bullies in their place, causing such a ruckus that she and the others were called to the principal's office. After a tense meeting, Mattie and Cheryl were walking the school grounds when Mattie was suddenly besieged by her old enemy Flesh, who quickly overpowered her and drug the teen hero away. Flesh was working for her new masters Miss Itch and Mister Scratch, who were able to mute Mattie's powers and immediately stunned her as soon as Donna delivered her to them. When Mattie woke up a little while later, she was shocked to find the villains had actually sewn her inside Flesh's form.

(Spider-Woman III#16) - Both Mattie and Donna were annoyed by Miss Itch & Mr. Scratch's decision to lock the two together. Scratch explained that Spider-Woman's unlimited power made her an excellent fit for Flesh's unending, consuming hunger. She then made Mattie lie back while she was exposed to Flesh and Bones' origins as a prelude to Donna fully taking over Mattie's body as her new skin. Mattie was forced to relive the experiences of Donna and Bess, two anorexic supermodel sisters desperate to stay thin, horrified that might become like their morbidly obese sister Bonnie. Their fear was so great, they were willing to sell their souls. This led them to meet Rosa Esteves, who led them to an elderly Asian witch doctor and his daughter Rosa, who offered them an ancient magical cure that, in fact, turned the sisters into Flesh & Bones. When the memory loop ended, Itch & Scratch were convinced Mattie had been replaced by Donna and happily revealed they were, in fact, their long lost parents. Mattie then revealed that she was still herself by shredding Flesh's form apart with her psychic spider-legs. While the injured Flesh lay in a corner shrieking, everyone was stunned when a hole was burned in the floor and the Bliss' missing sister Bones appeared. 

(Spider-Woman III#17) - Spider-Woman watched from a distance as the rather disfunctional family of Flesh, Bones, Mr. Itch and Miss Scratch had their anything but peaceful reunion before deciding to take her leave. She easily eluded their attempts to restrain her and returned home. The next morning, Mattie woke up feeling what she'd experienced was actually nothing but a dream. However, as soon as she got out of the shower and caught a look at her gnarled, emaciated face in the mirror she knew that it had been all too real. Covering her grim visage up in her original Spider-Woman costume, the only version to include a full face mask, she went out to look for clues while noticing her entire body had begun to whither away. Mattie returned to the site where she'd escaped Flesh, Bones and the others, finding only the still-smouldering wreck of the warehouse. There, she was approached by Rosa Esteves, whom she remembered from Flesh's shared memories. Rosa explained that she and her sister Marie were the previous carriers of the "Curse of Flesh & Bones" that they had successfully transmitted two years ago to the sisters Donna and Bess Bliss. The Esteves sisters then announced that Mattie was still afflicted by this curse and that she would die from its effects, dissolving into nothingness if Flesh and Bones weren't found before the next sunrise.

(Spider-Woman III#18) - Aided by the Esteves sisters, Spider-Woman tracked down Itch and Scratch, who were fawning over Bess, who had returned to her previous beauty now that the Twin Curse Of Flesh & Bones was now shared between Donna and Mattie. Still powerful enough to overcome her enemies as soon as she stormed in, Mattie made sure the villains were unable to lift a finger while the witch doctor Marie and Rosa knew helped to reverse the curse and end the misery of the Bliss family altogether. Mattie, restored to normal in the process, returned home to J. Jonah's apartment and happily kissed her "uncle" good morning. Jameson, completely oblivous to Mattie's plight, thought she'd actually been holed up in her room all that time.

(Alias I#16 (fb) - BTS) - When Mattie's father Jerry Franklin died under unrevealed circumstances, Jonah and Marla officially became her foster parents.

(Alias I#21 (fb) - BTS) - Mattie, with her foster parents Jonah and Marla too caught up with work, started to drift a little. She met and fell in love with the slightly older, handsome, bad boy teenager Dennis Haynes. Manipulating her feelings for him, Haynes slipped Mattie some drugs, which slowly made her completely subservient and willing to indulge his every desire. When she revealed her secret identity as Spider-Woman to him, Haynes realized he could make a fortune off her by using Mattie as a source of the superpower-granting MGN (see comments). Eventually, he took her to a fancy apartment upstairs from New York's exclusive Club 616, which he financed in part by harvesting parts of her body to produce MGN. Mattie was too drugged out to realize what was going on and remained docile and infatuated with Haynes.

(Alias I#16) - On a bad drug trip, Mattie (dressed in her original Spider-Woman costume) escaped Haynes' apartment and scoured the city, apparently looking for her one-time protector Jessica Drew. As luck would have it, she briefly wandered into the living quarters of private detective Jessica Jones, formerly known as the superhero Jewel. Before Jessica could reason with the deluded teenager, she fled back to Haynes' club. Nevertheless, encountering the confused teen hero convinced Jones that she needed to find out all she could about her.

(Alias I#17 - BTS) - Jessica Jones began an investigation into Mattie Franklin and attempted to meet with J. Jonah Jameson, who angrily acused Jones of trying to blackmail or extort him when she mentioned Mattie.

(Alias I#18) - Jessica eventually tracked Mattie down to Club 616 and even managed to get into Haynes' private suites, where she spotted the drugged out, barely conscious teenager laying next to Denny on a couch.

(Alias I#19) - Feigning reluctance, Jessica watched as the partygoers gathered around Denny, who coaxed his zoned out ladyfriend to wake up and present her back so they could gather some more of the flesh out of an open wound on her back. Even though Mattie complained about the pain, the ersatz nurse continued to remove pieces of her flesh for MGN consumption while Haynes promised Franklin that he loved her and would make it all worth her while. Jessica Jones only realized what was going on when she spotted the gaping hole in Mattie's back and saw how the others were mainlining Mattie's flesh, lighting it up and snorting the fumes. Though she was incensed and attacked, Jessica was no match for the MGN-enhanced guests who threw her out.

(Alias I#20 (fb) - BTS) - Following the incident with Jessica Jones, Haynes moved Mattie and the MGN-harvesting operation from Club 616 to room 755 at the Matador Hotel.

(Alias I#20 - BTS) - After a brief, violent mix up, Jessica Jones teamed up with Jessica Drew, who had returned to New York to help Mattie following a phone call that Jones had made earlier. With Jessica Drew now involved, Jones went to see J. Jonah and Marla Jameson to inform them that Mattie was being used by drug peddlers as a source of MGN. Before they could tell Jonah, he stormed out, leaving the two Jessicas to tell Marla of the situation. Marla admitted that Mattie had revealed to Marla alone her super powers. Marla then asked for the two Jessicas' help in rescuing Mattie but insisted that they keep a low profile because if Jonah's enemies learned of the news that his foster daughter was a druggie Spider-Man wannabe, they would ruin Jonah's reputation. Shortly after, they two Jessicas made their way into the Matador, pretending to be prostitutes, only to find the still strung out Spider-Woman there as the misguided hero Speedball was attempting to gain control of the situation. The nervous, unsure New Warriors member was so thrown by the women's arrival that he lost control of his kinetic powers, filling the entire hotel room with his trademark kinetic energy bubbles.

(Alias I#21) - The two Jessicas were able to take on Haynes and his MGN-enhanced friends. When Speedball revealed that he was actually working with the police, Jessica Jones decided to move quickly. Jessica took the infirm teen and jumped out the window, hailing a cab and taking her to safety. After six weeks, the newly clean and sober Mattie went to visit Jones at Alias Investigations, accompanied by Marla Jameson. Mattie wanted to thank Jessica for saving her life, tearfully explaining how she'd fallen prey to Denny's manipulations in the first place. Mattie even presented Jessica with an award of sorts: a framed copy of the Daily Bugle article that mentioned a "superhero team-up trio" saving a mystery teen from drug-dealing parasites. As Mattie and Marla were leaving, Jessica wanted to know what had made Franklin come to her house in the first place, suggesting that she might have confused her with Jessica Drew. Apologetic, Mattie admitted she didn't even remember being at Jessica's house.

(Loners I#1 (fb) - BTS) - After recovering from her ordeal physically, Mattie still had a lot of emotional healing to do. The fact that she was used as a MGN farm by a bunch of druggies who didn't even know or care what kind of powers she had made her disgusted by the notion of even having superhuman abilities. She decided she needed a break from New York and superhero life and, with J. Jonah's blessing, went out to Los Angeles. There, she joined a support group for former teenage superheroes which included Darkhawk, Phil Urich (the former heroic Green Goblin), Julie Power (formerly Power Pack's Lightspeed), Ricochet and Turbo. They had regular meetings in a church basement where they discussed the fact that having powers can be as much a curse as a blessing.

(Loners I#5 (fb) - BTS) - Mattie was contacted by Dusk's father Mr. St. Commons, who hired her to find his daughter.

(Loners I#1) - Mattie attended a regular meeting of the support group, where the topic of discussion was staging an intervention for Lightspeed. Julie had been seen in public using her powers again, which could potentially threaten the entire Powers family. Since Julie wasn't there yet, Turbo decided to start the meeting the usual way, giving Mattie the opportunity to share with the group. Starting with "My name's Mattie Franklin and I was a teenage super hero," she recounted what had happened to her in New York, finally bursting into tears as a result. By that time, Lightspeed had arrived and the group's attention shifted to her as the impromptu intervention began. In her defense, Julie offered that unlike the others, she'd received her powers as a child and that using them was as natural to her as walking or talking. When Phil Urich tried to counter that with the argument that self-sacrifice was the new order of the day, Mattie got angry and popped out her giant psychic spider legs to show the group what she was forced to live with every day. After throwing an emotional temper tantrum, she stormed out of the meeting with only Darkhawk following her. Once outside, she admitted to him it was all an act and revealed that she'd "fallen off the wagon" as well, taking out the Spider-Woman costume from her purse. She told Darkhawk that the reason she was back in costume was that the drug dealers that had abused her were now in LA and Mattie was hungry for payback. Somehow getting Darkhawk to accompany her, they were spotted leaving in costume by Ricochet. Once they arrived at the factory where the dealers were producing MGH, the two teen heroes made short work of them, destroying the facility as they went along. However, they did not realize that Nekra was there, freely selling samples of her blood and tissue for MGH use. Furious, Nekra attacked and almost defeated the two heroes. Only the arrival of Ricochet turned the tide and, through some inventive teamwork, the trio took Nekra out. Rummaging through the dealers' files, Mattie realized what Nekra had been up to and that her particular power set was considered the ultimate high. The incident made Darkhawk, Ricochet and Spider-Woman rethink their "no more powers" approach to life, considering that it wasn't right to sit back and do nothing against MGH, which gave people powers. They decided to continue to operate in costume, not telling the others in the support group.

(Loners I#2) - Mattie grew furious with Ricochet when he announced he'd be revealing to the group that they were the "mystery heroes" making headlines for taking down Nekra. Not only was Mattie still investigating the MGH operation, she also felt that the only reason Ricochet would want to tell the others was to impress and perhaps bed Julie Power. Not ready to talk to him yet, she didn't answer the phone when he later called to get her help before going on a solo mission against the deranged Delilah, who was guarding Fuyumi Fujikawa's MGH factory.

(Loners I#3 - BTS) - Ricochet's confrontation with the mute Hollow, formerly Generation X's Penance, at Fuyumi Fujikawa's MGH factory was interrupted by the arrival of Julie Power. She tried her best to use her light-based powers to calm the razor sharp girl down, only to get stabbed through the stomach by her claws. Hollow ran off while Ricochet raced Julie to the nearest hospital. He then called Mattie and the other support group members, who all showed up in the waiting room while Julie was in surgery.

(Loners I#3) - Once they had received word Julie had made it through surgery and was stable, the group wanted Ricochet to tell them what had happened. When he did, Ricochet also realized there were still other people being kept in the lab and wanted to free them. This led to a verbal sparring match in the hospital parking lot between Urich, who didn't want them to go, and Mattie, who did. While they were discussing the finer points of having great power and equal responsibility, Hollow suddenly appeared out of the nearby woods. Ricochet recognized her, which was reason enough for Mattie to pop out her spider legs while Darkhawk manifested his armor. Urich tried a more subtle approach and walked up to Hollow, greeting her. The lonely girl reciprocated with a kiss and the word "like." This moment was interrupted by the arrival of Fuyumi Fujikawa, Delilah and armored troops, who had come to reclaim Hollow. Mattie was furious and ready to fight but Turbo succeeded in defusing the situation by directly negotiating with Fujikawa in Japanese. The businesswoman considered the matter closed and left, which did not satisfy Mattie at all but she was powerless to do anything about it. Later that night, after Turbo gave her a tongue lashing for being forced to clean up Mattie's mess, the vengeful Spider-Woman drowned her sorrows at a local bar.

(Loners I#4) - Mattie attended a regular meeting of the support group, which was interrupted by Nekra, who stormed in and announced she was going to kill them all.

(Loners I#5) - The group had a hard time dealing with Nekra, who used the close quarters to her advantage by smacking them around. In the end, she was stopped by the arrival of Namie, who stabbed the villain through the chest with her wrist mounted energy blade. Mattie didn't buy Namie's story about being an amnesiac captive of the Fujikawa MGH plant and felt this was all connected to whatever deal Turbo had made the other day with Fujikawa. Turbo simply told Mattie she had to trust her. Julie Power then dropped another bombshell in that she hadn't actually registered her powers, making her a fugitive of sorts. With SHIELD on its way to deal with Nekra, the others freaked out and told her to get away from the scene. Julie took Namie with her while Ricochet brought Mattie to his apartment. Appreciative for letting her crash there, Mattie made out with him. Afterwards, she called St. Commons to inform him she'd found no evidence of Ricochet having been in contact with Dusk.

(Loners I#6) - Mattie joined the other members of the support group, all in costume, to help fight Phil Urich, who had stolen the Darkhawk amulet from Chris Powell. After he had been defeated, the deranged former Green Goblin revealed that the deal that Turbo had made with Fujikawa would force Turbo to give Hollow back. In return, they'd get another prisoner in Namie, a new model Red Ronin cyborg. Disgusted with the group, Mattie quit.

(Amazing Spider-Man II#611 (fb) - BTS) - Mattie returned to New York and active superheroing, unaware she was being targeted by the Kravinoff family, who had captured and drugged her old associate Madame Web. The Kravinoffs forced Web to use her precognitive abilities to tell them exactly the right moment to kidnap Mattie.

(Amazing Spider-Man II#611) - Mattie witnessed a fight between Spider-Man and Lady Stilt-Man and was all ready to jump into action. However, thanks to Web's predictions, she was effortlessly attacked and captured by the Kravinoff family and taken to their estate, where she was reunited with Madame Web.

(Amazing Spider-Man II#634) - Ana Kravinoff, aided by Diablo, Electro and the Chameleon, was making plans to ritually sacrifice Mattie. During the final preparations, the young girl was being comforted by Madame Web, who told her that her life had mattered and that she had saved others, which had made her a good Spider-Woman. Mattie then asked Web if she would be avenged and if anyone would care. Cassandra assured her of both things and then Alyosha Kraven arrived to collect Mattie for the sacrifice ritual. In her final moments with Web, she told the seer to tell Spider-Man that she didn't blame him for her situation and that she didn't cry. Not too long afterwards, Mattie was strapped to the tomb of Vladimir Kravinoff, the Grim Hunter. Vladimir's mother Sasha Kravinoff then pulled out a ritual blade, which she dipped in a special potion concocted by Diablo. From her cell, Madame Web sensed the final fate of Mattie, who was slain with the blade as Electro fired a massive electric charge at the tombstone. Once her blood reached the ground, Mattie's ritual sacrifice revived the Grim Hunter, albeit in a savage, monstrous form. Horrified by having caused Mattie Franklin's death, Web did note the girl kept her final promise: she had not cried.

(Heroic Age: Heroes I#1 - BTS) - Researching the Loners support group that Mattie had once belonged to, Commander Steve Rogers devised a power grid to determine the pros and cons of the group itself, separating and providing a numerical value for each of its various members' abilities including those of Mattie as Spider-Woman.

Comments: Created by Howard Mackie (writer), John Byrne (pencils) and Scott Hanna (inks).

Ah, Mattie, Mattie, Mattie...why? I remember buying and enjoying her solo title when it originally came out. The early Byrne/Sears tales had an eerie feel to them which I enjoyed as a teen. Looking back on them for this review, one can't help but notice how creepy some of the stuff Byrne did with her was. Having her french Spider-Man, who was just getting over his dead wife was a particular low point. Remember, she was supposed to be "just" a 15 year old girl, though you'd never know from the way she kept referencing Boris Karloff, and who can forget the young teenage girl getting sewn inside her enemy Flesh? Disturbing, to say the least.

Mattie fighting Y2K-themed villains is a tad hard to explain in light of the sliding timeline. The modern era didn't even start until at least year 2000. Barring a time loop or another unexplained temporal event young Miss Franklin wasn't aware of, we can possibly chalk that encounter up to her opponents' collective lack of sanity.

Speaking of time, Mattie's established as being around 15 when she started out as Spider-Woman. In her final appearance she is supposed to be twenty. We might be needing the previousy mentioned Y2K-temporal anomaly to explain her adding 5 years in record time.

Mattie's ties to the Jameson family are a tad convoluted. John Byrne established that Mattie is not a blood relative at all but Marla Jameson was so close with her father Jerry (they even dated) that they considered themselves part of each other's family. In the Loners mini-series, Mattie claims Jonah really is her father, even though in Alias it was established that Jonah was "merely" her foster parent.

As far as Mattie being used as an MGN farm: A few years down the line, Bendis would reintroduce it as Mutant Growth Hormone (MGH), which was a take off on Kick, the supposedly designer drug granting temporary mutant powers introduced during Grant Morrison's New X-Men run. No matter what the "N" in MGN stands for, it's called "MUTANT Growth" for a reason but Bendis was never too worried about ignoring the restrictions his own stories had set up. Still, Mattie might have been a latent mutant or possibly her genetic structure had been altered in such a way it was compatible with whatever MGH users needed to get their high.

Mattie Franklin received profiles in the All-New Official Handbook of the Marvel Universe A-Z I#10 and the Official Handbook of the Marvel Universe A-Z HC Vol. 11.

A version of Mattie (it was unclear whether it was a time-displaced 616 Mattie or an alternate reality counterpart) appeared in Spider-Verse I#2. Since it was unclarified whether this was 616 or another, that appearance is not included in this profile.

Profile by Norvo.

Spider-Woman should not be confused with

images: (without ads)
Spider-Woman III#18, p23, pan1 (main image)
Amazing Spider-Man I#441, p3, pan1 (unimpressed by Morris Maxwell)
Amazing Spider-Man II#2, p10, pan2 (flying as Spider-Man)
Conquest of Champions II#3, p7, pans2,3,4 (1st costume chased by Brood)
Peter Parker Spider-Man II#5, p4, pans 2&3 (deemed just a kid)
Spider-Woman III#2, p15, pan1 (2nd costume controlled by Charlotte Witter)
Spider-Woman III#3, p15, pan1 (3rd costume)
Spider-Woman III#4, p21, pan1 (4th costume)
Spider-Woman III#5, p4, pan5 (5th costume)
Spider-Woman III#7, p21, pan2 (6th costume fighting Cluster)
Amazing Spider-Man II#14, p21, pan4 (smooching Spidey at 15)
Spider-Woman III#9, p8, pan1 (7th costume with Spider-Man)
Spider-Woman III#11, p11, pan3 (9th costume versus Brian Leighton)
Spider-Woman III#14, p9, pan1 (10th costume)
Spider-Woman III#15, p24, pan1 (sewn up inside flesh)
Spider-Woman III#16, p6, pan1 (fighting Shadowcaster)
Alias I#19, p7, pan2-7 (used to harvest MGH)
Loners I#1, p7, pans2&3 (Hero Anon meeting)
Amazing Spider-Man I#611, p20, pan5 (kidnapped by the Kravinoffs)
Amazing Spider-Man I#634, p25, pan3 (ritually sacrificed)

Spectacular Spider-Man I#262 (October, 1998) - John Byrne (writer), Luke Ross (pencils), Al Milgrom (inks), Ralph Macchio (editor)
Amazing Spider-Man I#441 (November, 1998) - John Byrne (writer), Rafael Kayanan (pencils), Bud LaRosa (inks), Ralph Macchio (editor)
Amazing Spider-Man II#1 (January, 1999) - Howard Mackie (writer), John Byrne (pencils), Scott Hanna (inks), Ralph Macchio (editor)
Spectacular Spider-Man II#1 (January, 1999) - Howard Mackie (writer), John Romita Jr. (pencils), Scott Hanna (inks), Ralph Macchio (editor)
Amazing Spider-Man II#2 (February, 1999) - Howard Mackie (writer), John Byrne (pencils), Scott Hanna (inks), Ralph Macchio (editor)
Amazing Spider-Man II#3 (March, 1999) - Howard Mackie (writer), John Byrne (pencils), Scott Hanna (inks), Ralph Macchio (editor)
Amazing Spider-Man II#5 (May, 1999) - Howard Mackie (writer), John Byrne (pencils), Scott Hanna (inks), Ralph Macchio (editor)
Spectacular Spider-Man II#5 (May, 1999) - Howard Mackie (writer), Bart Sears (pencils), Scott Hanna (inks), Ralph Macchio (editor)
Amazing Spider-Man II#6 (June, 1999) - Howard Mackie (writer), John Byrne (pencils), Scott Hanna (inks), Ralph Macchio (editor)
Spider-Woman III#1 (July, 1999) - John Byrne (writer), Bart Sears (pencils), Randy Elliot & Raymond Kryssing (inks), Ralph Macchio (editor)
Spider-Woman III#2 (August, 1999) - John Byrne (writer), Bart Sears (pencils), Randy Elliot & Raymond Kryssing (inks), Ralph Macchio (editor)
Spider-Woman III#3 (September, 1999) - John Byrne (writer), Bart Sears (pencils), Randy Elliot & Raymond Kryssing (inks), Ralph Macchio (editor)
Contest of Champions II #2 (September, 1999) - Chris Claremont (writer), Oscar Jimenez (pencils), Eduardo Alpuente (inks), Ruben Diaz (editor)
Spider-Woman III#4 (October, 1999) - John Byrne (writer), Bart Sears (pencils), Randy Elliot & Raymond Kryssing (inks), Ralph Macchio (editor)
Contest of Champions II #3 (October, 1999) - Chris Claremont (writer), Oscar Jimenez (pencils), Eduardo Alpuente (inks), Ruben Diaz (editor)
Spider-Woman III#5 (November, 1999) - John Byrne (writer), Bart Sears (pencils), Randy Elliot & Andy Smith (inks), Ralph Macchio (editor)
Contest of Champions II #4 (November, 1999) - Chris Claremont (writer), Michael Ryan (pencils), John Livesay & Raymond Kryssing (inks), Ruben Diaz (editor)
Spider-Woman III#6 (December, 1999) - John Byrne (writer), Bart Sears (pencils), Randy Elliot (inks), Ralph Macchio (editor)
Spider-Woman III#7 (January, 2000) - John Byrne (writer), Bart Sears (pencils), Randy Elliot (inks), Ralph Macchio (editor)
Spider-Woman III#8 (February, 2000) - John Byrne (writer), Graham Nolan (pencils), Randy Elliot (inks), Ralph Macchio (editor)
Amazing Spider-Man II#14 (February, 2000) - John Byrne (writer, pencils), Dan Green (inks), Ralph Macchio (editor)
Spider-Woman III#9 (March, 2000) - John Byrne (writer), Graham Nolan (pencils), Randy Elliot (inks), Ralph Macchio (editor)
Spider-Woman III#10 (April, 2000) - John Byrne (writer), Erik Larsen (pencils), Randy Elliot (inks), Ralph Macchio (editor)
Spider-Woman III#11 (May, 2000) - John Byrne (writer), Bart Sears (pencils), Randy Elliot (inks), Ralph Macchio (editor)
Spider-Woman III#12 (June, 2000) - John Byrne (writer), Bart Sears (pencils), Randy Elliot, Andy Smith & John Beatty (inks), Ralph Macchio (editor)
Spider-Woman III#13 (July, 2000) - John Byrne (writer), Bart Sears (pencils), Randy Elliot (inks), Ralph Macchio (editor)
Spider-Woman III#14 (August, 2000) - John Byrne (writer), Graham Nolan (pencils), Randy Elliot (inks), Ralph Macchio (editor)
Spider-Woman III#15 (September, 2000) - John Byrne (writer), Bart Sears (pencils), Randy Elliot (inks), Ralph Macchio (editor)
Spider-Woman III#16 (October, 2000) - John Byrne (writer), Bart Sears (pencils), Randy Elliot (inks), Ralph Macchio (editor)
Spider-Woman III#17 (November, 2000) - John Byrne (writer), Bart Sears (pencils), Randy Elliot (inks), Ralph Macchio (editor)
Spider-Woman III#18 (December, 2000) - John Byrne (writer), Bart Sears (pencils), Randy Elliot (inks), Ralph Macchio (editor)
Alias I#16 (January, 2003) - Brian Michael Bendis (writer), Michael Gaydos (pencils & inks), C.B. Cebulski (editor)
Alias I#17 (February, 2003) - Brian Michael Bendis (writer), Michael Gaydos (pencils, inks), C. B. Cebulski (editor)
Alias I#18 (March, 2003) - Brian Michael Bendis (writer), Michael Gaydos (pencils & inks), C.B. Cebulski (editor)
Alias I#19 (April, 2003) - Brian Michael Bendis (writer), Michael Gaydos (pencils & inks), C.B. Cebulski (editor)
Alias I#20 (May, 2003) - Brian Michael Bendis (writer), Michael Gaydos (pencils & inks), C.B. Cebulski (editor)
Alias I#21 (June, 2003) - Brian Michael Bendis (writer), Michael Gaydos (pencils & inks), C.B. Cebulski (editor)
Loners I#1 (June, 2007) - C.B. Cebulski (writer), Karl Moline (pencils & inks), Bill Roseman (editor)
Loners I#2 (July, 2007) - C.B. Cebulski (writer), Karl Moline (pencils & inks), Bill Roseman (editor)
Loners I#3 (August, 2007) - C.B. Cebulski (writer), Karl Moline (pencils & inks), Bill Roseman (editor)
Loners I#4 (September, 2007) - C.B. Cebulski (writer), Karl Moline (pencils & inks), Bill Roseman (editor)
Loners I#5 (October, 2007) - C.B. Cebulski (writer), Karl Moline (pencils & inks), Bill Roseman (editor)
Loners I#6 (January, 2008) - C.B. Cebulski (writer), Karl Moline (pencils & inks), Bill Roseman (editor)
Amazing Spider-Man I#611 (January, 2010) - Joe Kelly (writer), Eric Canete (pencils & inks), Tom Brennan (editor)
Amazing Spider-Man I#634 (August, 2010) - Joe Kelly (writer), Michael Lark (pencils), Stefano Gaudiano (inks), Stephen Wacker (editor)
Heroic Age: Heroes I#1 (November, 2010) - Michael Hoskin, Chad Anderson, Anthony Flamini, Rob London, Sean McQuaid, Kevin Garcia, Markus Raymond, Gabriel Schechter, David Wiltfong, Peter Sanderson, Stuart Vandal, Madison Carter (writers), Jeff Youngquist (editor)

First Posted: 04/13/2013
Last updated: 04/10/2015

Any Additions/Corrections? please let me know.

Non-Marvel Copyright info

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