The story opens with Spider-Man stopping a good, old-fashioned robbery while thinking that stopping crime has become too easy, almost wishing for someone to come along who could challenge him. We then cut to an atomic research center and are introduced to a brilliant atomic researcher, mockingly called Doctor Octopus by his peers, due to his use of four metallic tentacle-like arms he uses to work on his projects from a safe distance. However, something goes amiss and the radiation levels spike, causing an explosion and sending Doc Ock to the hospital. At the hospital it is revealed that the radiation has caused Doc serious brain damage, as well as fusing his metallic arms to his body. Doc Ock awakes and, due to the brain damage and a desire to finish his work, breaks free of his room and takes the restricted hospital hostage.
At the Daily Bugle,
J. Jonah Jameson tasks Peter with getting pictures of Doctor Octopus, as no one else has been able to so far. Peter assures him that he’ll have all the pics he wants, as he makes his way to the hospital as Spider-Man. As he peers in a window, he sees that Doc Ock is holding the staff hostage and has forced them to bring him equipment with which to continue his work. Spidey swings in to confront Ock before he can hurt anyone, but ends up having more trouble than he bargained for. Even with his strength, agility, and webbing, Doc Ock manages to catch hold of Spider-Man and soundly defeat him, tossing him out of the window nearly unconscious. Spidey laments his first real loss, wondering if he should even continue to fight crime as Spider-Man. Doc Ock, however, makes his way back to the research center where he originally worked, taking over the place and barring himself inside, leaving the Nation’s security wondering what to do.
Back at home, Aunt May worries as Peter is still moping about his defeat, although he can’t tell her what happened. He thinks the same thing as he gets to school where he finds out that the
Human Torch, called in from the Fantastic Four to deal with Doctor Octopus, is giving a speech while his flame powers regenerate from recent overuse. The Torch gives a speech about the importance of not giving up, even when things are difficult, which renews Peter’s confidence, giving him the push he needs to fight Doc Ock again. He makes his way to the research center, and tries to stealthily sneak in, but Doc Ock has cameras everywhere and activates the various machines and defenses to stop Spider-Man. As Spidey continually evades these defenses, Ock decides to go out there to deal with Spider-Man himself. Spidey makes his way to the chem lab, and whips up a bunch of chemicals he slings together with wire.
Doc Ock attempts to take Spidey by surprise but he manages to sling one of the chemical concoctions around two of Ock’s arms, adhering them together. Doing his best to deal with the other two arms, he grabs hold of both of them, and manages to shoot some webbing right onto Doc Ock’s glasses, blinding him. Ock draws Spidey closer with the fused arms, while Spidey has to keep a hold on the other two. As Ock manages to get his glasses off, drawing Spider-Man right into his grasp, Spidey makes a last-ditch move by letting go of one of the arms and punching Ock in the same motion before he can react, knocking him out. Spidey webs Doc Ock up and leaves him for the authorities, then makes his way to where the Human Torch is staying. He tells the Torch that Ock has been captured and thanks him for Ock’s defeat and for Spider-Man’s continuation, utterly confusing the Torch.