Our story opens with Peter Parker moping at home,
pining over Betty Brant, who had left town the previous issue. Peter is snapped
out of his thoughts by a news bulletin on the radio, stating that
Doctor Octopus is being released from prison today.
Peter heads to the municipal prison as Spider-Man to try and convince
the warden not to release Doc Ock, but the warden says that Ock has served his
sentence, and they can’t hold him anymore. In his cell, Doctor Octopus awaits
his upcoming release and revels in his increased aptitude with his mechanical
arms, vowing not be captured again. Back at home, Peter constructs a small
tracking device (later dubbed spider-tracers), in order to keep tabs on Doc
Ock, and sets out to find him.
Spider-Man reaches the prison, right as Doc Ock is
being released and witnesses him get into a car with none other than
Betty Brant! Spider-Man manages to throw his new tracer onto the car and investigates
a road map that fell out of the car, for Philadelphia, concluding that that’s
where they must be headed. Meanwhile, in Philadelphia, a prolific criminal
named Blackie Gaxton meets in his cell with his lawyer, Betty’s brother
Bennett Brant. Blackie promises to waive Bennett’s gambling debts owed him once Betty
brings Doctor Octopus to break him out of jail. Bennett feels ashamed in his
whole situation and returns home to find Doctor Octopus and Betty have arrived.
Bennett promises to make it up to Betty, but doesn’t yet have the courage to
leave.
Back in New York, Peter tells Aunt May that he’s going
on a trip to Philadelphia, and a short flight later, lands in the city of
brotherly love. Spidey swings around until he gets a ping from the tracer he
put on Betty’s car, and changes to Peter to confront her. Both of them feeling
how much they mean to each other, Betty explains her whole situation to Peter,
and Peter reassures her by telling her that he heard that Spider-Man is in
Philly, and he’ll certainly put a stop to things! Peter also makes the
decision, that once everything is taken care of, he’ll reveal to Betty that
he’s Spider-Man. That night, Doctor Octopus makes his way to Blackie’s holding
cell and breaks him out. Spider-Man arrives just too late and the guards think
Spider-Man is the one who helped Blackie escape, forcing Spider-Man to flee
himself.
Before Spider-Man can make it back to Betty, some of
Blackie’s goons take Betty and Bennett hostage aboard a steamboat, just before
Doc Ock and Blackie arrive as well. Spider-Man races there as well, still
following the tracer, but in his tunnel-visioned haste, accidentally sprains
his ankle as he lands on the boat. Blackie’s guys take the handicapped
Spider-Man to their boss, where Doctor Octopus reveals that he’s taking over,
and has no need of Blackie anymore. Spider-Man knocks some of Blackie’s guys
into Ock, sending them tumbling into another room, as Blackie grabs a nearby
gun. Spider-Man wrestles with Blackie, but an errant shot ends up hitting
Bennett, killing him. This causes Betty to lash out, blaming Spider-Man for her
brother’s death.
Furious, Spider-Man chases after Blackie, completely
barreling through all his guys and delivering an earth shattering blow to
Blackie. Doc Ock, equally furious, reappears, as Spider-Man tries to stay out
of his reach. Spider-Man briefly stuns and evades Ock and goes to try and find
Betty. Two of Blackie’s goons try to take Betty hostage to escape, but they’re
intercepted by Doc Ock, who escapes onto the launch boat, initially there to
pick up Blackie. Spider-Man realizes he’ll have less room to maneuver there,
but chases after Doc Ock anyway. They tussle until the boat careens into a
piling, knocking both Spidey and Ock into the sea! Ock makes his escape as
Blackie and his goons are rounded up by the police. We end with Peter
comforting Betty at Bennett’s funeral. Betty no longer blames Spider-Man, but
still wants nothing to do with him, as he would just be another reminder of
what she’s lost, with Peter realizing he can now never tell Betty the truth
about himself.