A STORY HAS TO START SOMEWHERE, SO LET'S BEGIN WITH A LONELY WAREHOUSE, IN THE DEAD OF NIGHT, WHERE WE FIND A ROBBERY TAKING PLACE..

Thief 1: Hold it, you guys! I think I heard somethin'!

Thief 2: Relax, Charlie! It was probably just a mouse!

SUDDENLY, THE MOST AWESOME IMAGE IN CRIME-FIGHTING APPEARS ON THE WALL DIRECTLY ABOVE THE STARTLED THIEVES...

Spiderman: Mouse? You've never seen a mouse like this before!

Thief 2: L-Look! It.. It's..

Spiderman: Don't be shy, fella! You can say my name! It's Spider-Man!

Thief 3: Get ’im! There are three of us! He can't take us all!

Thief 1: UGH!

Spiderman: BROTHER, YOU'RE LIVING IN A FOOL'S PARADISE!

Thief 2: OOF!

Thief 3: OW!

MINUTES LATER...

Thief 2: Some big criminal mastermind you are!

Thief 1: Aw, shaddup! Whoever expectedSpider-Man to but in!

Officer 1: Look, Joe! Spider-Man's been here! And how! are!

AND NOT FAR AWAY...

Spiderman: It’s almost too easy! I've run out of enemies who can give me any real opposition! I’m too powerful for any foe! I almost wish for an opponent who’d give me a run for my money!

AND LITTLE DOES SPIDER-MAN SUSPECT THAT HIS FRIVOLOUS WISH IS ABOUT TO COME TRUE! FOR, AT THAT MOMENT, ON THE OUTSKIRTS OF TOWN...

Scientist 1: Here comes Doctor Octopus!

Scientist 2: Doctor Octopus? Why do they call him that?

Scientist 3: Watch! You'll see in a minute!

Scientist 1: See? It's that especially-designed contraption he wears, which enables him to perform his experiments behind the lead walls which shiled him from radiation!!

Scientist : He created that get-up himself, and he's the only scientist permitted to wear it!

Scientist 2: He's the most brillian atomic-researcher in our country today!

YES, SUCH A MAN IS OTTO OCTAVIOUS, BETTER KNOWN TO HIS CO-WORKERS AS DOCTOR OCTOPUS! LET US WATCH AS HE CONDUCTS A NUCLEAR EXPERIMENT...

Doc Ock: My artificial extra arms permit me to work safely with volatile chemicals which are far too dangerous to touch without protection!

Doc Ock: Though others fear radiation, I alone am able to make it my servant!

BUT NOTHING IS EVER PERFECT, NOT EVEN THE PROJECTS OF DOCTOR OCTOPUS! AND, AS THE UNSUSPECTING ATOMIC GENIUS CONDUCTS HIS EXPERIMENT…

Assistant 1: Look! The radiation-meter has gone wacky! Something is wrong! There's gonna be a blow-up!

Assistant 2: SOUND THE ALARM!

BUT THE WARNING, ALAS, IS GIVEN ТОО LATE! AND BEFORE THE ALARM CAN BE SOUNDED…

THEN, AFTER THE FLAMES AND SMOKE HAVE PARTIALLY CLEARED…

Assistant 1: Doctor Octopus is still breathing! I hope we've reached him in time!

Assistant 2: Even though he's still alive, he's absorbed a great deal of radiation - - poor guy!

IN THE HOURS THAT FOLLOW, AFTER EXHAUSTIVE TESTS…

Doctor : The x-rays show an uncertain amount of brain damage! I'm afraid his mind has been permanently damaged!

Doctor : We can't remove those artificial arms of his yet! The radiation has caused them to adhere to his body in some strange way!

FINALLY, DAYS LATER, THE INJURED SCIENTIST RECOVERS CONSCIOUSNESS...

Doc Ock: What am I doing here? let me get up! I must return to my work!

Doctor : No! you've been very ill! you must stay in bed! you need the rest!

BUT THE BRAIN OF DR. OCTOPUS-- THE BRAIN WHICH HAS BEEN DAMAGED BY RADIATION-- REACTS IN A BITTER WAY…

Doc Ock: They're jealous of me! They want to keep me from my work! But I'll show them! I'm stronger than any of them!

Doc Ock: The window is barred! They're trying to make a prisoner of me! The fools! No one can hold Doctor Octopus against his will! No one!

THEN SUDDENLY, AT JUST A SUGGESTION OF A THOUGHT BY DR. OCTOPUS, HIS ARTIFICIAL ARMS MOVE AS THOUGH THEY HAVE A WILL OF THEIR OWN...

Doc Ock: I’ve got to break those bars!

Doc Ock: I did it!! My arms did it! Their strength is incalculable! They can do anything!

Doc Ock: Somehow, my mechanical arms have almost become a part of me! They obey my every command with such power! And with my brilliant mind, I'm the supreme human being on Earth.

MINUTES LATER...

Doctor : You wanted to see me, Dr. Octopus?

Doc Ock: Yes! Come in! Shut the door behind you!

Doctor : What is it? You-- oh, no! No!

Doc Ock: Ha-ha! You don't believe what you see? But it's true! I'm all-powerful! From now on, I give the commands here!

MEANWHILE, AT THE OFFICE OF J. JONAH JAMESON, PUBLISHER OF THE DAILY BUGLE...

JJ: I want pictueres of the injured head scientist, Dr. Octopus, but no one is allowed to enter the hospital anymore!

Assistant: I never heard of any hospital keeping people out! Don't worry, J.J. I'll get those pix for you!

JJ: My best men have tried and failed! But so far you've succeeded in every assignment! I can't imagine how a teen-ager like you does it!

Peter Parker: Our agreement, J.J., is that you're never to ask me how I do it!

Peter Parker: Just have a check ready for me when I bring back the pix of Dr. Octopus!

Peter Parker: He doesn't suspect Peter Parker, the teenager he assigned to the job, is going to have Spider-Man do it!

AND SO...

Spiderman: Here's the place! Strange that it's locked and nobody is admitted! What kind of hospital is it, anyway?

Spiderman: Well, there's one way to find out... Spider-Man’s just the cat to do it!

Spiderman: These suction fingers of mine will get me up the wall in time! Boy, it's great being Spider-Man! I can do almost anything!

Spiderman: The only problem is - - my jobs are too easy! I welcome a little competition once in a while!

AND, AS HE STEADILY CLIMBS UP THE SHEER OUTER WALL, LITTLE DOES SPIDER-MAN DREAM THAT HE IS SOON TO GET FAR MORE "COMPETITION" THAN HE EVER BARGAINED FOR!

SECONDS LATER...

Spiderman: Almost there!

Spiderman: Holy mackerel! What's that?

Doc Ock: Silence! Nobody is to speak when Dr. Octopus speaks!

PEERING UNSEEN THROUGH THE LARGE PICTURE WINDOW, SPIDER-MAN WITNESSES A STRANGE, UNEXPECTED SIGHT...

Doctor : You can’t keep all of us prisoners forever , Doctor Octopus! We've done what you asked—gotten you all the equipment you wanted! When will you let us go?

Doc Ock: Not until I'm ready! With my powers, no one can resist me! You'll remain to serve me until I no longer need you—and not before!

Spiderman: Well, well! So the good doc has flipped his lid, eh? Well, this is just what I’ve been hopin' for—a little action!

Doctor : But this is mad! You have no right—

Doc Ock: Right?! You dare speak to me of right?

Doc Ock: I have the rightto do anything—as long as I have the power! And if you doubt my power, here is a small sample...

Doctor : No! Don’t! Let me down!

Spiderman: Looks like it’s time for Spider-Man to join the party before he really hurts that fella!

Spiderman: Hold it, doc! How about picking on someone who can fight you back?

Doc Ock: Spider-Man!

Spiderman: Well, I sure ain’t Albert Schweitzer!

Doc Ock: You dare speak flippantly to me! You fool! When I'm finished with you, you’ll sing a different tune!

Spiderman: You don’t think those dumb-looking flappers of yours can move fast enough to catch spider-man do you?

Spiderman: HEY..!! WHA—?

Doc Ock: Surprised? Doctor Octopus is far more powerful than you dreamed! far more powerful than even you!

Spiderman: Don’t let that one lucky punch go to your head, pal! I’ve a few more surprises!

Doc Ock: Ah! Most ingenious of you! Your spider’s web!!

Doc Ock: But, as you can see, holding only two of my arms isn’t enough! I still have more!

Spiderman: No time to shoot my web again! He’s faster than I expected!

Spiderman: But I can still grab his other arms!

Spiderman: Oof! It takes all my strength! He--he also has super-human strength!

Spiderman: My web! He snapped it! Nobody has ever done that before!

Doc Ock: And now, Spider-man, I grow bored with this game! My time is too valuable!

Doc Ock: Now, watch me trap a spider in a web of my own--a web made of my new-found arms! Your strength is merely that of a spider, but mine is the energy of an atom, born of a nuclear accident!

Spiderman: I’m helpless! Can’t fight all those arms at once! Don’t know what to do next! He’s just toying with me!

Doc Ock: You dared to mock me before! Why aren’t you mocking me now? where are your brave words and taunts now, Spider-man?

Doc Ock: Or do you realize you’ve finally met your master? And now, you can leave the way you entered! You’re no threat to me!

WEAK, GROGGY, JUST BARELY CONSCIOUS, SPIDER-MAN HAS HIS FALL BROKEN BY A TREE, AS HE FINALLY SLUMPS TO THE GROUND... IN DEFEAT!

Spiderman: He beat me! I--I never had a chance!

Spiderman: I didn’t even give him a good fight! He could’ve finished me off any time he wanted to!

Spiderman: What do I do now? I've never been beaten before! But this time, my spider powers were not enough! Is this the end of Spider-Man?

NOT LONG AFTERWARDS, AT THE HOSPITAL...

Doc Ock: Even though I defeated Spider-Man, my prisoners escaped during the fight! I must leave, before the police arrive!

Doc Ock: With my arms, I can go anywhere... Do anything! Fences can’t stop me! No one can catch me!

Doc Ock: Now that I have reached my objective, any unlocked window will furnish an entrance for me!

Doc Ock: The security police aren’t apt to notice an extra pipe or two up on the ceiling! Once he’s gone, I can act freely!

Doc Ock: This is what I’m after! The brain center of the entire atomic lab! Once I take it over, the greatest source of atomic power in the nation will be mine!

Doc Ock: It’s an easy matter for Doctor Octopus to unlock a door!

Doc Ock: Out! All of you!… I’m taking over now!

Worker 1: D-Did you see that? It was Doctor Octopus!

Worker 2: But what’s he up to?

Doc Ock: Nothing can stop me now! Between my own super-strength and the atomic power which is mine to command here, I’m the strongest man alive!

Doc Ock: But first, I’ll give the world a demonstration of my strength! I’ll destroy part of this plant and rebuild it to suit myself!

And so…

Worker : Something’s happened to the lead shielding! It’s been lowered! The radiation is starting to escape!

Worker : Look! The giant machines are running out of control--as though some madman is guiding them!

Worker : There’s too much pressure in the main valves! The pipes are overheating… exploding! It isn’t safe to stay here!

But, within minutes, the source of the trouble is made known, and...

Worker 1: We’ve got to reach Doctor Octopus somehow!

Worker 2: We can’t! He’s set up electronic barriers all over the place!

And, before long, the entire plant is evacuated, except for...

Doc Ock: They realize I cannot be stopped and have given up trying! I’ve won!! The plant is mine! I am now in complete control!

The foremost brains of the nation’s armed forces and security agencies confer feverishly, but to no avail...

Officer 1: We’ve never been up against anything like this before! A brilliant scientist, with super-human powers, on a mad rampage!

Officer 2: If we can’t stop him, then we must see that innocent people are not injured!

And so, the order goes out—no one is allowed in or out of the atomic plant...

Guard : Can’t figure out why they post sentries here! If Dr. Octopus tries to get out, how can we stop him?

Meanwhile, what of teen-age Peter Parker, alias Spider-Man?

may: Poor Peter’s been moping in his room for hours! I wish he’d tell me what’s wrong!

Peter Parker: I’m a failure! Spider-Man is a joke... a nothing. There's the phone!

BR-I-I-NG!

Peter Parker: Mr. Jameson? No, I won’t be able to get the pictures of Doctor Octopus! No, I probably won’t be able to get any more! Sorry... yeah... good bye.

may: Peter, dear, what’s wrong? I can’t bear to see you so unhappy! Is there anything I can do to help?

Peter Parker: No, Aunt May... it’s... it’s my own personal problem! I’ll get over it! Got to leave now... time for school!

Kid 1: Hello, Petey!... Say, what's wrong with him? He didn't answer!

Peter Parker: And there's no one I can talk to... No one who'd understand!

Kid 2: Him? He's down in the dumps! Looks like he lost his favorite test tube!

Kid 1: Pete, did you hear the big news? The governer's asked the Fantastic Four to try to capture Doctor Octopus!

Kid 3: They're busy with another case, but they sent the Human Torch to see what he can do! He's speaking at our assembly today!

Peter Parker: Big deal!

Later, at the school assembly...

Human Torch: I was asked here to tackle Doctor Octopus. But I've used my flame so much recently, I have to wait a few days to let it get strong again! While I'm waiting, your principal asked me to address you...

Peter Parker: If only I had his power... his confidence!... But that's wasy when you've never been beaten!

Human Torch: Now for a little demonstration! I can't apply my total flame, but here are some fiery figures for you!

Human Torch: This is what usually happens when The Thing helps me with my homework! I get results like this!

Then, after a few more colorful demonstrations...

Human Torch: Now, for a parting thought! Stick to your school work and do your best in your studies! Don't be discouraged if it sometimes seems tough! The important thing is never give up! Remember that-- never give up!

Human Torch: Even the Fantastic Four have had defeats-- but we always come back! Our motto is never say die!

Peter Parker: He's right! By golly, he's right!

LATER, AT THE CONCLUSION OF THE TORCH’S LECTURE...

Peter Parker: I want to thank you for that speech! I—I’ll never forget what you said today! It meant a lot to me!

Human Torch: Huh? Oh, Sure-- sure! Glad you enjoyed it, fella!

LIKE A MAN POSSESSED PETER PARKER RACES HOME TO THE PRIVACY OF HIS ROOM, AND...

Peter Parker: I guess if the Fantastic Four could be defeated, and then go back for more, Spider-Man can too!

Spiderman: Okay, Doctor Octopus! This is it!! Now that I know how strong you are, you won't have the advantage of surprise on your side again!

Spiderman: This is one easy way to get past those sentries below!

Guard 1: Hey! Did you just see someone flying above us?

Guard 2: Someone flying above us? Are you some kinda nut or somethin'?

Spiderman: So far, so good! I landed safely on the roof without being stopped!

Spiderman: Now, to get as close as I can to Doctor Octopus before he discovers me!

BUT THE STRANGE SCIENTIST HAS EYES EVERYWHERE, AND...

Doc Ock: It's Spider-Man again! Well, this time he won't be so lucky! This time I'll finish him for good!

Doc Ock: From now on, I allow no one to interfere with my plans! I will permit no one to defy me!

AND, AT THAT MOMENT...

Spiderman: My spider senses warn me of danger behind me!

Spiderman: Nice try, Doctor Octopus, but I'm ready for you this time!

Spiderman: With my spider senses fully alert, and my spider muscles in top condition, he can't possibly hurl those electronic bolts fast enough to hurt me!

Spiderman: He knows my every move! He must be watching me on some sort of TV hookup! Well, I'll just go somewhere out of range... as only I can!

Doc Ock: He's found a way to evade my electronic scanners! Hmm... he's cleverer than I thought!

Doc Ock: But I’ll defeat him with my all-powerful arms, as I did before! He won’t elude me now!

Spiderman: Ah, there’s what I’m looking for—the chemlab!

Spiderman: I’ve got to move fast! It won’t be long before he finds me!

Spiderman: There!! It’s done!

Spiderman: And now this wiring’ll suit my purpose just fine!

Spiderman: Mustn’t make a mistake! Doctor Octopus won’t give me a second chance if anything goes wrong.

Spiderman: I still can't be sure this will work, but I've GOT to try it!

Spiderman: Now to find DOCTOR OCTOPUS!

ONCE AGAIN, AT THE LAST SPLIT-SECOND, SPIDER-MAN'S SPIDER INSTINCT SAVES HIM FROM SUDDEN DEFEAT...

Doc Ock: Hah!I've got you, SPIDER-MAN! Wha--?

Spiderman: Oh, NO, you don't!

MOVING WITH EVERY OUNCE OF SPEED HE POSSESSES, SPIDER-MAN MANAGES TO LOOP ONE OF HIS HASTILY CONSTRUCTED DEVICES AROUND TWO OF DOCTOR OCTOPUS' ARMS BEFORE ANOTHER ARM, STRIKING OUT, FORCES HIM TO DROP THE SECOND DEVICE...

Spiderman: OHH!

BUT SPIDER-MAN HAS SUPER-HUMAN STRENGTH, EVEN AS DOCTOR OCTOPUS, AND HE RECOVERS FROM THE BLOW IN SECONDS, IN TIME TO DIVE OUT OF HARM'S WAY...

Spiderman: Now to get out of reach and watch what happens!

Doc Ock: You hope to defeat me with a foolish thing like THIS? You must be MAD!

Doc Ock: Oh, I see! It's a chemical which fuses my metal arms together! Hmm... clever!

Doc Ock: But I can take care of that easily -- after I dispose of you for good!

S LOWLY, INEXORABLY, DR. OCTOPUS FORCES SPIDER-MAN BACK AGAINST THE WALL, BLOCKING HIS WEB WITH HIS SWIFTLY-MOVING ARMS...

Doc Ock: HA-HA! Even your fast-shooting web isn't quick enough for me!

Spiderman: He's using his fused arms like a club! I can't retreat any further! My back is to the wall! I've got to take a desperate chance!

MOVING LIKE A PERSON POSSESSED, SPIDER-MAN WHIPS HIS LEGS AROUND ONE OF DOCTOR OCTOPUS' TENTACLE ARMS, WHILE HE SEIZES THE OTHER FREE ARM WITH BOTH OF HIS POWERFUL HANDS...

Spiderman: Got you!

Doc Ock: But not for long!

THEN, BEFORE DOCTOR OCTOPUS CAN MAKE ANOTHER MOVE, SPIDER-MAN SHOOTS HIS AMAZING WEB DIRECTLY AT THE STARTLED SCIENTIST'S FACE...

Spiderman: I should have realized sooner, OCTOPUS, the best defense is a smashing offense!

Doc Ock: That blasted web! It's spread out over my glasses! I--I can't see! Can't get it off!

Spiderman: Even though he can no longer see me, his other arms are now around me -- pulling me toward him with incredible strength!

Doc Ock: Ah... there!! I got them off!

Spiderman: I’ve got his two free arms apart! But I dare not let go of them!

Doc Ock: Give up, fool! Sooner or later you’ll have to let go, and then I’ll have you!

Spiderman: I’ve got one chance... but I’ve got to time it to the split second or I’m finished!

SUDDENLY, SPIDER-MAN LETS GO OF DOCTOR OCTOPUS’ ARMS AND, AT THE SAME INSTANT, LASHES OUT WITH A SMASHING RIGHT!

Spiderman: Now!

Spiderman: I did it! I knocked him out!

Spiderman: I had to let him go, and then strike faster than he could move!

Spiderman: Strange that an old fashioned puch to the jaw defeated the most dangerous villain I've ever faced!

Spiderman: Better not take any chances! I’ll wrap my webbing around him many times while he’s out! He’ll neverbe able to snap this!

LATER, AT THE SENTRY POST OUTSIDE THE ATOMIC PLANT...

Guard 1: Captain! We’ve been hearing noises inside there! Like a fight!

Guard 2: Someone must have sneaked past us and—look! over there!

Soldier 1: It’s the sign of Spider-Man!

Soldier 2: There he is! He’s waving to us to come on!

Soldier 1: Careful, pal! No telling what’s goin’ on!

Soldier 2: You’re tellin’ me! I’m gonna shoot first and ask questions later!

Soldier 1: Look! It’s Doctor Octopus! He’s all tied up and helpless!

Doc Ock: Don’t just stand there! Get me out of this!

Spiderman: The authorities will be able to handle Doctor Octopus now!

Spiderman: But I still have one more thing to take care of—as Spider-Man!

MINUTES LATER, THE DRAMATICALLY COSTUMED SUPER-HERO CLIMBS THE SHEER WALL OF A NEARBY HOLTEL...

Spiderman: He's somewhere in this holtel! I'll find him easily!

Spiderman: My spider sense tells me that his room is just ahead!

AND INSIDE THE ROOM IN QUESTION...

Doctor : Good news,Torch! Your temperature is down and your virus is gone! By now, your flame should be working at full strength!

Human Torch: Great, Doc! I wanna show my partners in the Fantastic Four that I can tackle Doctor Octopus Alone!

Human Torch: FLAME ON!

Spiderman: And now for--

Spiderman: Relax,Torch! Doctor Octopus has been captured already!

Spiderman: Thanks to you, Torch, Octopus is safely under wraps! And I owe you additional thanks because, if not for you, Spider-Man might’ve been finished, too!

Human Torch: Huh?

Spiderman: So long,Torch! See ya around, pal!

Human Torch: Flamin’ fireballs! I don’t get it! What did I do??

THE NEXT DAY, THE HUMAN TORCH GIVES A PULSE-POUNDING DEMONSTRATION OF HIS FULL POWERS BEFORE RETURNING TO HIS HEADQUARTERS...

Human Torch: Wish Spider-Man was still around to join me in this show! But I don’t know where he cut out to!

girl in crowd: Now there’s my idea of a hero! The Human Torch--and a guy like Spider-Man, too! Why don’tcha watch and see what a real man is like, bookworm?

Peter Parker: Someday I’ll tell you why, loud mouth! And I’m sure gonna enjoy it! Yes sir, it’s gonna be a real pleasure!

AND, FOR THE FIRST TIME, A CASE ENDS WITHOUT PETER PARKER DELIVERING ANY PHOTOS TO MR. JAMESON! BUT, RIGHT NOW, PETER COULDN’T CARE LESS!