Winter Soldier is a great base for Spider-Man Noir EXCEPT for how much rub his arms and shoulders have. But my trusty dremel didn't let me down. The coat previously belonged to an X-Men movie Toad, which despite having a simulated hood, still seems to work with 1930's Spidey. The Spidey head is the original figure's masked face but with the hair ripped off and Fixit sculpt additions. The other head is also from the original figure, but I modded his hair and face. I have a few more of these in the hopper, so if you have a suggestion for something I should do (eye color, size, etc.) let me know-- more Noirs will end up on eBay sooner or later alongside this one.