Our story opens with a bunch of the masked mystery men
from last issue in the middle of a daring heist at a radioactive plant! Quickly
securing what they came for, they douse a guard with sleeping gas and load into
their waiting aircraft. Having been nearby, Spider-Man jumps up to catch them,
kicking the door off in the process. The goons pile on Spider-Man as another
douses him in sleeping gas as well, forcing him to hold his breath. The masked
men dispose of their stolen devices, dropping them into the river, where they
are retrieved by another, underwater, team! Spidey continues to fight the goons
but is starting to get groggy from the gas, and so whips the door he kicked off
into the helicopter blades, as the goons knock him out of the plummeting
aircraft. Spider-Man flips out of the way of the aircraft, as it falls into the
river, where another underwater team rescues the goons and escapes, leaving
Spidey confused.
The next morning, Peter heads out for his college
registration, as Aunt May continues to hide her worsening illness from him.
Peter goes through all of the rigors of college registration, filling out
forms, meeting professors, and acquiring his books, ending the day feeling
tired but accomplished. Just as Peter is going to turn in for the day, Aunt May
suddenly faints, leading Peter to call for a doctor. The doctor admits that
Aunt May must go to the hospital for special tests, where Peter leaves her, agonizing
about not noticing her condition until now for the entire night, not getting a
wink of sleep. Peter wearily trudges to his first day of college classes. At
his first class, Flash Thompson is acquainting himself with two other new
students, Harry Osborn and Gwen Stacy. As Peter comes in, Flash attempts to
introduce them to him but Peter just walks right past, still wrapped up in his
own thoughts.
This pattern continues throughout the day, leading
most of the other students to think that Peter is full of himself and is
ignoring them on purpose, while Gwen thinks there might be more going on. In
his last class of the day, Peter is still wrapped up in his thoughts, and Harry
decides to play a little prank on Peter, slipping something into one of his
chemical beakers, causing it to explode. This earns Peter a lecture from his
teacher, Professor Miles Warren, as the students snicker to themselves, while Gwen
bemoans Peter actually getting in trouble. Deciding they’ve teased him enough,
Harry suggests they invite Peter out with them after class but Peter rushes
out, only worsening their opinion of him. At the hospital, the doctor tells
Peter that they still have to run more tests but that they can’t be too
optimistic.
When Peter gets home, he sees all of the bills piled
up and realizes he’ll need to get some money fast. He then goes out swinging as
Spider-Man to try and get some photos to sell to the Bugle but finds the city
distressingly quiet. Peter heads to class after yet another night with no
sleep, as his classmates still think the worst of him, with Peter barely
noticing. Meanwhile at the Daily Bugle, J. Jonah Jameson wants some news to
print in his paper and sends Frederick Foswell out to investigate the recent thefts
that have been going on. Ned Leeds then stops by to see Betty Brant, asking if
she has an answer for his marriage proposal. Betty tells him she should talk to
Peter first, still feeling that Peter is hiding something from her.
Later, at a shady bar, Foswell, as Patch, overhears a
known thug named Foxy Briggs asking around about the pier. Foswell, sure he’s
planning a robbery, decides to tail the hoodlum but loses him in the crowd.
Back at ESU, Gwen once again tries talking to Peter but he once again rushes
off to the hospital, leaving Gwen frustrated. At the hospital, Peter learns
that they still don’t have any answers but that they’re getting closer. As
Spidey swings through the city, he is alerted by Patch, who tells him of the
info he learned, and to check out the pier. Spidey gets to the pier, as the
masked men are attempting another robbery. They attempt to douse Spidey in
sleeping gas once more, but it has no effect. Spidey dances around the goons,
webbing their attempted cargo to the pier, to prevent them from making off with
it!
Spidey is snagged by a net from overhead, but easily
breaks out of it, as the masked men dive into the river to escape. Spidey stays
back, knowing they’ll have the advantage in the water, as the police arrive
upon the scene with Patch. Spidey sees that the police have the situation in
hand, while he laments that he didn’t get any pictures of the encounter. He did
at least stop the robbery, showing that he had prepared a special breathing
device under his mask to resist the effect of the gas. Then, back at his secret
underwater base, the masked men’s boss, called the Master Planner, still
unseen, laments Spider-Man’s involvement. Hinting that they’ve met before, the
Master Planner promises that their next encounter will be Spider-Man last! Our
issue ends back at the hospital, as the doctors finally come to the harrowing
conclusion that Aunt May doesn’t have much longer to live!