What Girls Are Made Of is the 13th episode of Marvel's Spider-Man: Webbed Champion.


Featured Characters

Supporting Characters


  • Sandgirl / Keemia Alvarado
  • Brotherhood of Evil Mutants
  • Unnamed A.I.M. agents
  • Viper / Madame Hydra (first appearance)

Other Characters



In the Langs' residence, Hope Van Dyne / Wasp is about to follow Scott Lang / Ant-Man for another fight against crime, but not before she entrusts Carlie Cooper to babysit Cassie. Later on, the two enjoy themselves as Cassie wonders how fun the life of a superhero would be. Carlie eventually replies that being a superhero also means a great sense of responsibility, and begins telling her about the amazing team ups between the super-heroines who fought alongside Peter Parker / Spider-Man, which surprisingly happen at the same time outside of where they are.

Elements of Surprise

In Midtown High School's sports center, Liz Allan is watching cheerfully as her best friend Michelle Jones participates and wins first place in a 100 metres freestyle event. The two share warm, friendly banters before they overhear that a group of young thieves are robbing from students in Midtown High, leading Liz to change to Firestar and Michelle to change into Wave, a superheroine with Water-bending abilities. They defeat the thugs before overhearing their contact with the boss, who happens to be Keemia Alvarado / Sandgirl[1], who is aspiring to be New York's new high-ranking crime lord. The pair track her down in a abandoned Oscorp facility, where they overhear of Sandgirl's plans to take over Hammerhead and Silvermane's mob territories to fulfill her rise to power. Firestar and Wave ambush and neutralize the thugs before coming face-to-face with Sandgirl, who begins to attack them recklessly over her thoughts they will be easy compared to Spider-Man. But the duo manage to prove her wrong by defeating her, with Wave using water to solidify Sandgirl's body and Firestar turning her into glass with her fiery blasts. As Sandgirl is taken to prison in the Cellar, Liz and Michelle voice good compliments to each other before heading back to Midtown High, as Michelle expects to see how well Liz will do in the swimming class. The two girls are watched over by Flint Marko / Sandman (who had miraculously survived Sandgirl's attempt for his life), who voices pleasure for their performance as he moves on with his second daughter Penny.

Feline Pryde

In Charles Xavier's School for Gifted Youngsters, Mary Jane Watson is with her father Soto (in his guise of Phillip Watson) watching as her younger cousin Katherine "Kitty" Pryde, the young mutant student known as Shadowcat, trains with her colleagues in the school while in a conversation with Logan / Wolverine and Ororo Munroe / Storm about the students' good progress, until they overhear that the members of Magneto's Brotherhood of Evil Mutants are seeking to break him out of prison[2]. As Wolverine and Storm chase after Magneto's henchmen, Mary Jane (changing to the form of Tigra) is tasked to go with Shadowcat apprehend Magneto's second-in-command Mystique, who is planning to infiltrate A.I.M. to obtain files for Magneto about the new Sentinels which A.I.M.'s new headmaster[3] has ordered to create. Tigra and Shadowcat manage to infiltrate the facility where Spider-Man and Ms. Marvel fought A.I.M. to save the Avengers[4] and spy on several agents working on the Sentinels. Seeing one of them trying to walk away with the files, they attack her, exposing her as Mystique and issuing a riot in the facility, which ends up destroyed after Tigra and Shadowcat defeat Mystique and program its core computer to be self-destructed along with the Sentinel Protocols. As Mystique and the defeated A.I.M. agents are taken to prison, Mary Jane and Kitty earn praise from Soto and Storm for their performance as the two resume to train together.

Web of Shadows

Gwen Stacy / Ghost-Spider and Anya Corazon / Spider-Girl are having a swing in New York while wondering what Peter is seeking to do after his latest confrontation with Otto Octavius[5], with the two presuming that he saw something very important following his short exposure to the Neuro-Cortex. During which, they are ambushed by high-ranking Hydra operative Madame Hydra, who had been transformed into a monstrous female metahuman with ophidian aspects calling herself the "Viper". Viewing the two girls as worthy candidates for her experiments on Hydra to be used against the Inhumans, Viper attacks them. Just then, Ghost-Spider and Spider-Girl are joined in the fight by Silk, a young Inhuman with Spider-Powers, forcing Viper to retreat. Silk reveals herself to Gwen and Anya as Cindy Moon, a Horizon High student who was bitten by a radioactive spider at the same day Peter was[6], and whose Inhuman DNA increased her spider-powers to "a level beyond Spider-Man's". Cindy also reveals that Madame Hydra is creating animal formulas based on the ones created by the Jackal and Oscorp[7] and plans to use Raymond Warren's mind control researches to brainwash and frame the Inhumans. The three manage to pursue Viper in Midtown High, where Warren's lab was located[8] and, after a long fight, they thwart her and destroy the remaining researches. As Viper is taken to S.H.I.E.L.D., Gwen, Cindy and Anya go visit Carlie and Cassie, who were also visited by Mary Jane and Liz. After some more friendly banters, Cindy heads back to Attilan to settle some more business with Queen Medusa while Mary Jane, Gwen, Liz, Anya and Michelle resume to rush around New York for more battles against crime together.

Voice Cast


  • Because this episode features female-centered storylines, it is therefore the only episode where Peter Parker / Spider-Man does not physically appear, despite being mentioned.


  1. last seen in episode Sandman
  2. following his imprisonment in City of Heroes, Part 4: More Than Human
  3. revealed in next episode to be MODOK
  4. events of School of Hard Knocks
  5. events of previous episode
  6. events of the Origins shorts from Season 1
  7. events of Season 1 episodes Party Animals and The Rise of Doc Ock, Part 2
  8. events of Season 1 episode The Rise of Doc Ock, Part 4
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