Comic Script by: Terry Kavanagh

Inks: Josef (Joe) Rubinstein

Illustrated by: Derek Yaniger

Cover Design or Artwork by: Alex Saviuk

1st appearance of Spider-Armor MK I suit worn by Spider-Man

Green Foil cover

Story 1: "My Enemy's Enemy ...,Pt. 4 of 4: Total War"
cover: "Introducing the All-new, All-daring Spider-Armor!"
Story 2: "The Origin of Nightwatch"
Nightwatch next in Web of SM Annual no. 9

• First appearance of Spider-Armor
• Origin of Nightwatch
• Green foil cover
• "My Enemy's Enemy," (part 4 of 4)

• "Total War" – (continued from last Issue) – Spider-Man is at a standstill with Dragon Man, Super-Adaptoid and Dreadnought when Vanisher, Eel and Blitz appear, trying to blast Spider-Man he dodges and deals with the androids. While riding Dragon Man Spider-Man places a spider tracer on him and tries to get back to the Foreigner's office.
We are then taken to Richard Fisk in his Rose Garden as talks about how hard he has fought to keep others from inheriting his father's empire. Cutting through waves on a speedboat, Alfredo Morelli, calling him self the Gauntlet (which he stole from Nightwatch) swears his vengeance on former friend Richard Fisk.
Meanwhile on a darkened street, a car jacker tries to get a lady's car. Nightwatch comes out of the shadows and takes care of the car jacker, then mentions that his animate clock can sense the energy surges of his stolen glove.
Peter Parker is inside the E.S.U. science lab trying to make up some of his lab work, when, being stressed he breaks a test tube and calls it a night. He then returns later that night when everyone has gone home and designs some new webbing and something that will help protect him against the New Enforcers.
Nightwatch visits the Dock Gauntlet destroyed, while Gauntlet breaks in to Richard Fisk's base and lastly, Blood Rose arrives at a mansion. Blood Rose is then stopped by Dragon Man, Super-Adaptoid and Dreadnought but sets off a interface signal jammer that causes the androids to fight among themselves. Continuing forward, Blood Rose is then stopped by the New Enforcers' Outer Circle and bound by Plant-Man's vines. Spider-Man swings in to the rescue wearing a new pseudo-metallic composite armored suit. But with each consecutive encounter with a member of the Outer Circle the armour grows weaker, until Spider-Man is one-on-one with Thermite. Spider-Man is caught by Thermite's cold blast, and as Spider-Man breaks free, the armour shatters. Also on the scene, Nightwatch battles Gauntlet. Blood Rose has Gauntlet in his sights but shoots Nightwatch instead. Knowing that Blood Rose would try and escape via the trees on the property, Spider-Man rigs spiderwebs to slow down Blood Rose. Nightwatch takes care of Gauntlet, as Spider-Man handles Blood Rose and unmasks him, only to find out he's Richard Fisk. The cops come and take care of Gauntlet and Richard Risk. They apologize to Mr. Graycrest for the trouble on his property, he dismisses the cops and returns to his mansion, where the New Enforcers are gathered.

• "The Origin of Nightwatch" – E.S.U. is having a Graduation Ceremony, where Mrs. Ashley Croix is introducing the youngest department head at E.S.U., Doctor Kevin Trench. He gives a brief speech and after the ceremony they walk off together and talk about the future. Ashley tells Kevin that this time next week she'll be in Paris working for Morelli Pharmaceuticals then the two share a kiss. We are taken to a week later where they're at the airport saying their goodbyes. As Kevin is walking away a portal opens and he is assaulted by invisible fist, then another portal opens up and Nightwatch comes out from it and uses his vision to see the assailants. One escapes back into the portal. Nightwatch then dies and Kevin removes the Nightwatch mask and sees himself from the future, and in his hand a newspaper clip from a future event. Cops breeze past him and he questions what's going on. He put on the suit and finds out that Ashley's plane has been hijacked. Nightwatch tries to save the day, but fails when an altercation in the cargo room leads the hijackers to shoot the fuselage, making the plane explode in mid-air. With the loss of his love and not knowing how to handle the costume, he moves to a deserted island and lives there in peace until Alfredo Morelli, who would become Gauntlet, washes up on the shore, which made him return to New York and protect the city as Nightwatch.