The X-Men #35
The X-Men #35 marks the first time Spider-Man and the X-Men shared the same story, establishing a crossover relationship between two of Marvel's most prominent yet publicly mistrusted franchises — a thematic parallel that writers would revisit for decades. The issue also delivers the debut of the Changeling (Kevin Sidney), a shapeshifting villain whose brief but consequential comics life — he would later become the first member of the X-Men to die in the line of duty — seeded a narrative thread stretching across decades and into the 1990s animated series as Morph. Set deep within the extended Factor Three story arc, the issue is also the second appearance of Banshee (Sean Cassidy), whose cooperation with the X-Men against Factor Three pushed him toward his eventual role as a full X-Men team member in 1975. Together, these three threads make it one of the more historically dense single issues of the Silver Age X-Men run.
In "Along Came a Spider...", the X-Men are summoned by Banshee to confront a strange, web-wielding creature, only to collide with Spider-Man—mistaking the friendly hero for the real threat. Written by Roy Thomas and brought to life by Werner Roth’s dynamic art and Dan Adkins’ inks, this 1967 issue captures a thrilling moment of mistaken identity, with Dan Adkins handling both the interior and cover.
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Written by Roy Thomas and penciled by Werner Roth, with inks by Dan Adkins, the issue was edited by Stan Lee and released with a cover date of August 1967 (on sale June 8, 1967). Thomas had been piloting the X-Men title since 1966, building the long-form Factor Three saga; this issue represents the midpoint of that arc, where he layered in a guest-star crossover — a standard Marvel technique of the era for boosting readership on the comparatively low-selling X-Men title. Inker Adkins also drew the cover, and sources note that his Spider-Man figure on that cover was closely derived from Steve Ditko's established rendition of the character. The issue was reprinted in X-Men Vol. 1 #83 (August 1973) during the series' reprint era, and later collected in the X-Men: Children of the Atom hardcover Volume 3 (2019).
Trivia · 8 facts
- Title: 'Along Came a Spider—!' Cover date: August 1967; on-sale date: June 8, 1967. Writer: Roy Thomas. Pencils: Werner Roth. Inks: Dan Adkins. Editor: Stan Lee.
- First appearance of the Changeling (Kevin Sydney / Kevin Sidney), a mutant shapeshifter and second-in-command of Factor Three, created by Roy Thomas and Werner Roth. He appears only in cameo here — in shadow, identified only as 'The Master' — and is not named 'Changeling' until X-Men #37.
- First meeting of Spider-Man and the X-Men in Marvel continuity. The misunderstanding-driven brawl stems from Banshee's incomplete warning to 'beware the spider,' which leads the X-Men to mistake Peter Parker for a Factor Three agent.
- Second appearance of Banshee (Sean Cassidy), who had debuted in X-Men #28 (January 1967). Here he plays a supporting role, incapacitated by a Factor Three robot's paralysis ray after discovering the organization's hidden mountain base in Europe.
- Also features cameo first appearances of Mekano (Thomas Regal) and the 'Mutant Master' (the Master / Factor Three commander), though per multiple sources Mekano's full first appearance is conventionally assigned to X-Men #36.
- The Changeling's story arc, begun here, culminates with him impersonating Professor X and dying in battle with Grotesk (X-Men #42), making him the first person to die as a member of the X-Men in the line of duty.
- The character was later adapted as Morph for the 1990s X-Men: The Animated Series; the name was changed from Changeling because DC Comics held a trademark on that name for the character who became Beast Boy of the Teen Titans.
- The issue was reprinted as X-Men Vol. 1 #83 (August 1973) and later collected in X-Men: Children of the Atom HC Vol. 3: 'The Torch Is Passed' (2019), which collects Uncanny X-Men #32–48.
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Reprints
Reprinted in HIP Comics #1979 (1968), Fantastic! #67 (1968), Fantastic! #68 (1968), Hit Comics #79 (1968), Strange #35 (1972), The X-Men #83 (1973), Amazing Adventures #11 (1980), Spidey #51 (1984), The Official Marvel Index to the X-Men #2 (1987), Marvel Tales #233 (1990), The Very Best of the X-Men #[nn] (1994), Marvel Special #13 (1998), Marvel Masterworks: The X-Men #4 (2004), Giant-Size X-Men #3 (2005), Essential Classic X-Men #2 (2006), X-Men / Spider-Man #[nn] (2009), The X-Men Omnibus #2 (2011), Marvel Masterworks: The X-Men #4 (2011), Die X-Männer gegen die Spinne #[nn] (2015), X-Men Epic Collection #2 (2016), X-Men: Children of the Atom #[3] (2019), Decades: Marvel in the '60s - Spider-Man Meets the Marvel Universe #[nn] (2019), L'Uomo Ragno [Collana Super-Eroi] #45, Los Hombres X #33 + 1 more
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