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Real Name: Charlotte Witter

Identity/Class: Human mutate, citizen of the United States

Occupation: Unrevealed,
                      formerly professional criminal;
                      formerly fashion designer

Group Membership: None

Affiliations: Doctor Octopus (Otto Octavius)

Enemies: Black Cat (Felicia Hardy), Diane Jenkins, Madame Web (Cassandra Webb), Phil Rodriguez, Spider-Man (Peter Parker), Spider-Woman (Julia Carpenter), Spider-Woman (Jessica Drew), Spider-Woman (Mattie Franklin)

Known Relatives: Cassandra Webb (Madame Web, grandmother, deceased), Jonathan Webb (grandfather, deceased)

Aliases: "That nutcase" (nickname used by Mattie Franklin), "my little pet project" (nickname used by Doctor Octopus)

Base of Operations: Unrevealed,
                                     formerly Meridian Institute, New York;
                                     formerly Cassandra Webb's apartment;
                                     formerly Doctor Octopus' mobile lab;
                                     formerly an abandoned Greenwich Village brownstone, New York City;
                                     formerly Doctor Octopus' East River laboratory, New York City;
                                     formerly Sublimity, Oregon

First Appearance: Amazing Spider-Man II#5 (May, 1999)

Powers/Abilities: Charlotte Witter possessed latent psychic potential. After Doctor Octopus' experiments, she became a human-spider hybrid who could manifest four massive spider legs out of her back. The pointy legs could be used for rapid transportation and in various offensive and defensive ways. The legs could generate psychic energy blasts. Witter was also a "psychic vampire," capable of draining and absorbing other Spider-Women's superhuman abilities. Fully powered, she possessed superhuman strength (lifting around 75 tons), speed, agility and stamina. She could adhere to virtually any surface, could fly and generate bio-electric "venom blasts" or strands of psychic force she could weave into a web. She had inherent precognitive abilities, telepathy and psionic detection. Spider-Woman could hypnotize males using eye contact and claimed she can survive on the blood of men alone. Prolonged torture and conditioning at the hands of Dr. Octopus had left the already slightly unstable Witter traumatized and twisted.

Height: 5'10"
Weight: 128 lbs.
Eyes: Green
Hair: Blond

History: (Spider-Woman III#2 (fb) - BTS) - As a young child living in Sublimity Oregon, the latent psychic Charlotte Witter suffered from bouts of severe mental distress. Her maternal grandmother, the telepathic Cassandra Webb, tried to help Witter by entering her mind in an attempt to calm her down. However, Charlotte regarded this well-intended gesture as an invasive violation of her privacy and grew up resenting Cassandra for it.

(Amazing Spider-Man II#6 (fb)) - Even though she became a renowned fashion designer, Charlotte felt the need to embark on a life of crime on the side. This brought her to the attention of Doctor Octopus, who noticed Witter's untapped psychic potential and subjected her to a series of brutal experiments that in the end turned her into a human-spider hybrid. He intended to use this "Spider-Woman" to kill his archenemy Spider-Man. However, the inherently altruistic Witter refused to obey Octopus and even tried to kill him several times for what he'd done to her. This led the villain to systematically break her will using starvation, sensory deprivation and other forms of torture until she became twisted enough to kill for him. Witter began exclusively feeding on the blood of men.

(Amazing Spider-Man II#5) - In preparation for taking on Spider-Man, Octopus had Witter go after the other Spider-Women. Once she'd drained their superhuman abilities, he figured she'd be more than a match for the webslinger. First, she traveled to Madripoor, where she ambushed Jessica Drew, who had been working as a private investigator on the island. She then went after Julia Carpenter, who was left paralyzed as a result of Witter draining her powers.

(Amazing Spider-Man II#5 - BTS) - Fifteen-year old Mattie Franklin, having recently received "ultimate power" as part of the mystic Gathering of Five ritual, decided to use her abilities to fight crime as the new Spider-Woman. When Witter read about a new Spider-Woman in New York City, she knew who her next target would be.

(Amazing Spider-Man II#5) - Charlotte Witter arrived in New York and began tracking Mattie. She caught up with her just as Mattie and Spider-Man were having an argument. She used her enhanced reflexes to quickly abduct Mattie, planning to fully drain the girl of her powers. When Spider-Man interrupted the absorption process, 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 but dragging the barely conscious Mattie along slowed him down considerably. Realizing he needed help, he brought Mattie to the Black Cat's apartment. Witter eventually located them there as well and attacked, casually tossing Black Cat out the window of her penthouse before turning her attention to Mattie again.  However, the still-inexperienced villainess was no match for the two veteran vigilantes and was forced away in the end, unaware a tracer had been placed on her tendrils.

(Amazing Spider-Man II#6) - Spider-Man tracked down Witter, who was besieged by the NYPD. She seemed different, pleading with them to leave her alone and claiming she didn't want to do the things she did and that all she wanted was her life back. She still attacked them though, easily defeating the heavily-armored troopers, yelling that she hated spiders. This was Spider-Man's cue to step in. Seeing him, the exasperated Charlotte wondered why he kept coming back for more. Adding that she hated violence and had no idea what she was doing, she revealed that she was supposed to kill him by orders from "some doctor." Her brief moment of lucidity passed, Spider-Woman attacked Spider-Man and managed to defeat him. She trapped him inside a psi-web and delivered him to Doctor Octopus in his underwater East River base. There, she acted like the Doc's pet when Spider-Man woke up, wondering what had happened. Octopus gleefully recounted his Spider-Woman's origins and then ordered her to kill him. However, Spider-Man broke free from her psi-webbing. The sudden tearing caused a massive mental feedback that Witter wasn't prepared for. Briefly stunned, Charlotte couldn't prevent Spider-Man from webbing up Ock's glasses. When she recovered, she fired her concussive spider leg blasts at him. However, the nimble vigilante easily evaded the shots, which ended up breaching the base's outer hull. With water rushing in, Spider-Man rapidly swam out and saw Ock and Spider-Woman boarding an escape pod.

(Spider-Woman III#1 (fb)) - Witter set herself up in an abandoned Greenwich Village brownstone. She began to abduct men, seemingly at random, including wealthy business tycoon Randolph Conroy. Charlotte suspended them all from the ceiling and would regularly feed on them.

(Spider-Woman III#1 - BTS) - The disappearance of Conroy led the NYPD to start an investigation. They put Detective Phil Rodriguez on the case. At the same time, Cassandra Webb became aware of her granddaughter's latest misdeeds and decided to assemble the still powerless Spider-Women to stop her. Mattie Franklin and Jessica Drew went to the spot where Spider-Man had last fought Witter to look for cues. 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 the brownstone Spider-Woman had been using as a hideout. At roughly the same time, Detective Rodriguez's investigation also brought him to the brownstone.

(Spider-Woman III#1) - Confident she could take on the depowered former Spider-Women and Rodriguez, 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 Webb, 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 even though she'd also absorbed Witter's altered visage.

(Spider-Woman III#2 - BTS) - While the others were too busy trying to deal with the frantic Mattie Franklin, Charlotte slipped away and met up with Doctor Octopus, who was waiting nearby in his mobile laboratory van. There, she realized that she could still control the psychic spider legs that Mattie had just taken from her. She "told" the legs to pop out of Franklin's back and drag the young girl to them.

(Spider-Woman III#2) - As soon as Mattie was restrained, Witter was ready to kill her for stealing all her power but Doc Ock assured her the process could be reversed. For now, he hooked up Witter to some machinery that gave her complete control over Mattie's body. 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. Even though they were aided by Detective Rodriguez, the heroes 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. Cassandra also used her powers to still Charlotte's mind, leaving her comatose and unresponsive.

(Spider-Woman III#3) - The catatonic Charlotte was brought to Madame Web, where her case was discussed by Cassandra, Jessica Drew and Detective Rodriguez, who had a hard time believing the entire story. Webb assured him her granddaughter was harmless and powerless following Mattie's draining of her abilities (see comments).

(Spider-Woman III#5 - BTS) - The comatose Witter was taken into her grandmother's care. As time passed, the seemingly immortal Cassandra Webb noticed that she had started to age again. In another disturbing development, Jessica Drew had started to regain some of the enhanced strength she once possessed as Spider-Woman before Charlotte Witter drained her. Since Mattie in turn had absorbed all of Charlotte's stolen abilities, it might mean Witter was also slowly regained her lost powers.

(Spider-Woman III#8 - BTS) - Witter eventually regained enough of her powers to break free from Web's restraints. Cassandra was powerless to stop her and was later found unconscious and aged by Drew and Franklin, who returned home from a mission in Death Valley. 

(Amazing Spider-Man III#14) - Witter, using her latent precognitive abilities, started to track down Spider-Man and eventually found him at his penthouse apartment. She burst through the window, announcing his secret identity to the stunned Peter Parker and his guest Mattie Franklin (Spider-Woman). Franklin fought Witter for a while until Peter made sure his Aunt May was safe. Mattie proceeded to fight Witter, a confrontation which eventually moved to the New York rooftops. She became 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 the girl with debris.

(Spider-Woman III#9 - BTS) - Madame Web determined how Witter had been able to regain her abilities. By absorbing Mattie's powers, Charlotte had inadvertently become a part of the Gathering of the Five ritual that had empowered Mattie and Web among others. This upset the delicate mystic balance, causing Web to lose her youth and vitality while also draining Mattie's power again, even returning some of Jessica Drew's stolen strength 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 still went on patrol later that night.

(Spider-Woman III#9) - They spotted Witter on a nearby rooftop and attacked her. Charlotte proved too powerful for them, gaining even more strength as the battle continued. This was reason enough for Spider-Man to end the fight, dragging Mattie back to Madame Web's headquarters. There, they correctly guessed the meaning of Maxwell's words: 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 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 perform psychic surgery on Witter. This would 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 - BTS) - Cassandra Webb, her youth restored, made arrangements to have Charlotte committed to the Meridian Institute. To explain the age discrepancy, Webb lied to Director Robert Meridian and claimed Witter was actually her sister.


(Marvel Comics Presents III#8/2) - Spider-Woman (Charlotte Witter) attacked Empire State University student Diane Jenkins, who had dressed up as Spider-Woman and uploaded a video of it to the Internet. Witter was angered by Jenkins pretending to be Spider-Woman and attacked her to show the world that she was the only Spider-Woman. Spider-Woman (Jessica Drew) saved Jenkins from Witter, but Jenkins ran off and was run over by a bus. Spider-Woman (Witter) fled the scene while Drew was distracted.

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

Just why Detective Rodriguez never bothered to persecute Witter for kidnapping, torture and murder was never explained. He just sort of left her in Cassandra's care and that was the end of that. Maybe Madame Web used her "modest mental powers" to ensure the detective's remarkable compliance?

It's not been revealed whatever happened to Charlotte Witter. Presumably, she's still at the Meridian Institute though with both Madame Web and Mattie Franklin not currently among the living we have no way of knowing for sure.

Charlotte Witter received a profile in The Official Handbook of the Marvel Universe A-Z I#11.

Drew called her Charlotte Winter in Marvel Comics Presents III#8...that's not her name!
--Markus Raymond

Profile by Norvo.

Spider-Woman should not be confused with

images: (without ads)
Amazing Spider-Man II#5, p23, pan1 (main image)
Amazing Spider-Man II#6, p18, pans 1,3-6 (origins)
Amazing Spider-Man II#6, p11, pan3 (doesn't really like violence)
Spider-Woman III#9, p19, pan2 (schooled by Madame Web)

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)
Spider-Woman III#5 (November, 1999) - John Byrne (writer), Bart Sears (pencils), Randy Elliot & Andy Smith (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)
Marvel Comics Presents III#8/2 (October, 2019) - Ethan Sacks (writer), Marco Castiello (artist), Jordan D. White (editor)

First Posted: 04/13/2015
Last updated: 11/14/2021

Any Additions/Corrections? please let me know.

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