Cover Price: $.25

November 1974

Value: $42 (Near Mint-)
1st Mindworm


Supporting Cast:
 Flash Thompson


1st Mindworm (next seen in Spectacular Spider-Man #35)

"Madness Means...The Mindworm!" - 17 Pages

Writer -
Gerry Conway
Artist - Ross Andru
Inker - Frank Giacoia & David Hunt
Cover - Gil Kane
Letterer -
Annette Kawecki
Colorist - Petra Goldberg
Editor - Roy Thomas

The creative team of writer Gerry Conway and artist Ross Andru gave us some of the greatest Spider-Man stories ever during the 1970s. Amazing Spider-Man #138 is not one of those stories. Now, that's not to say this is a terrible issue - it's not by any means. But it doesn't hold up to the high standard set by the Conway/Andru run, a three-year stretch that gave us the death of Gwen Stacy, Harry Osborn becoming the second Green Goblin, the debuts of the Punisher, Jackal and Man-Wolf and the first-ever team-up of Spider-Man and Superman.

The issue picks up shortly after the end of Amazing Spider-Man #137. Spider-Man has just defeated Green Goblin/Harry, but his apartment is in shambles, courtesy of a booby trap placed by the Goblin in Amazing Spider-Man #136. Peter Parker 's landlord isn't happy about the situation and informs the young college student that he needs to find a new place to live immediately. After making a few calls, Peter tries Flash Thompson, his old high school rival who has returned to college after a stint in the military. To Peter's surprise, Flash willingly invites Peter to stay at his place in Far Rockaway until Peter can find a new apartment. The two talk for hours and actually start to become friends. "I always thought if you got Flash and I alone in the same room, we'd start slugging each other," Peter thinks. "Instead, we find out how uch we have in common -- and talk each other to sleep!"

Unfortunately, they also have an unwanted neighbor across the street. An apparently abandoned old house sits on an empty lot - it looks like the setting of a horror movie. Inside the house is the Mindworm, a freakishly ugly villain with an oversized head and appalling taste in fashion (striped shirt, brown shorts and sandals). The Mindworm feeds off the mental energies of other people and when Peter observes a stream of entranced people heading toward the Mindworm's house, he decides to check it out as Spider-Man :  "Something's going on in Far Rockaway tonight - and it seems to be affecting everyone but me!" Even Flash is part of the brainwashed mob. Spider-Man senses that the people are being pulled toward the house, although he is able to resist the Mindworm's siren song because of his exceptionally strong will - a will that has nothing to do with his superpowers. 

As the Mindworm absorbs energy from the crowd, we learn of his background. He was born with these powers and deformities because his parents lived near the site of some top-secret government experiment (does that make him a mutant?) He accidentally killed his mother when he was a child by draining all of her mental energy. His father was killed in an accident, meaning the Mindworm had to be raised in an orphanage. There, he was bullied by other kids, until he used his powers to give one of the bullies a psychic lobotomy. He also began building up his body until he became a physically powerful man as well. The Mindworm senses the threat Spider-Man poses and gives the crowd a mental command to kill the web-slinger. Spider-Man escapes by using his webbing on the mob and confronts the Mindworm. For a time, it looks like Spider-Man will fall victim to the Mindworm's psychic attack, but the hero resists long enough to punch the villain.  "Nice going, handsome. For a moment, you almost had me. Spider-Man tells the Mindworm, "But then I remembered -- I'm a man, not a crummy puppet!" This is a really nice action scene from Andru.

Now hurt and angry, the Mindworm responds by slamming Spider-Man with a psychic attack and placing  the stunned hero in a bone-crunching bear hug. But you can't keep a good Spidey down - Spider-Man ends the fight by whacking the Mindworm hard across the ears, thus breaking his connection with his victims and temporarily robbing him of his powers. Something the Mindworm said gave Spider-Man the clue he needed to beat the bad guy: "You kept talking about hearing minds -- and you can't hear when your ears are ringing, can you?" Spidey tells him. With the threat of the Mindworm neutralized, Spider-Man quietly slips back into his civilian clothes and Peter and Flash go home to grab some sleep.

Much of my problem with this issue stems from the fact the Mindworm just isn't that interesting, either visually or story-wise. Apparently, most writers agree, as the Mindworm has made just two subsequent appearance (in Peter Parker, The Spectacular Spider-Man #35, Spider-Man's Tangled Web #6-7, and his death in Spectacular Spider-Man V2 #22). However, I like the subplot with Peter and Flash becoming friends after all these years. Peter needs a good male friend and Flash is just the right kind of guy - totally loyal, but willing to set Pete straight if he gets out of line.  

Next issue: The Jackal storyline really starts heating up and a new villain debuts. It's the "Day of the Grizzly!"

Reviewed by Bruce Buchanan.

Quality Rating: 3
Significance Rating: 2

Overall Rating:


Reprinted In:
Marvel Tales

Amazing Spider-Man #137

Also This Month:

Marvel Team-Up #27

Amazing Spider-Man #139