Needing a place to lie low after last issue,
Doctor Octopus answers the ad Aunt May put in the paper for a boarder. Aunt May
remembers Doc Ock from Annual #1, still thinking the entire thing was a
harmless visit. Aunt May then remembers hearing something about Doc Ock being
wanted by the police and Ock assures her it was all a misunderstanding, and
that he was trying to stop the real culprit, Spider-Man. Spidey meanwhile,
combs the city for Doc Ock but obviously can’t find him and so returns home,
finding the apartment empty and so decides to check on Aunt May. While Aunt May
chats with Peter, Doc Ock makes himself at home in his new room, releasing his
tentacles and setting up the communication equipment he brought. Doc Ock uses
the equipment to contact some of his men from when he was the Master Planner,
requesting some materials be brought to him.
The next morning, Peter is working on his web fluid
when his roommate, Harry Osborn, asks if he wants breakfast. Peter is sure to
lock up all of his stuff so Harry doesn’t see anything but this causes Harry’s
recent frustration with Peter to grow, thinking that Peter is trying to keep
Harry from stealing anything. Peter heads over to the Daily Bugle while
worrying about things with Harry. There, Betty Brant introduces Peter to
Joe Robertson, the new city editor for the Bugle and Robbie expresses appreciation
for Peter’s work. Peter then asks J. Jonah Jameson if he has any possible leads
on Doc Ock and receives a typically negative response. Peter then heads over to
the Coffee Bean, where he runs into Gwen Stacy and Mary Jane Watson. Both girls
flirt a bit with Peter, while subtly ribbing each other, but Peter admits he
has to go check on Aunt May and her new boarder.
Peter heads to Aunt May’s and discovers that her new
boarder is Doc Ock, reacting with due shock and indignation. Peter tries to
tell Aunt May how dangerous Doc Ock is but can’t get too specific lest he make
either one suspicious. Ock offers to explain things to Peter and when they’re
alone, he threatens Peter and warns him not to say anything to anyone or he’ll
kill both Peter and Aunt May. Peter knows he can’t tackle him as Spider-Man
without putting Aunt May in danger and waits until dark while keeping watch on
the house. When Ock receives a delivery of equipment, Spidey feels he has to
act and shines his spider-signal into the house in order to draw Doc Ock out.
Ock, however, messages his men and orders them to deal with Spidey while he
remains holed up in the house.
Ock’s goons show up and attack Spidey and he starts to
get overwhelmed by sheer force of numbers while Doc Ock watches from the house.
Spidey perseveres and continues to fight the men, with not even a gas attack
slowing him down for long. Spidey finishes off the goons while a crowd watches,
before the police arrive for the webbed up goons. At that moment, Spidey spots
Aunt May in the crowd and sees this as the perfect opportunity to go tackle Doc
Ock while she’s out of harm’s way. Spidey smashes through the window and
pretends to be knocked out by Ock’s counterattack so he can get the drop on
him. At that moment, however, Aunt May makes her way back in the house and
discovers the scene, fainting from fear and shock at the sight of Spider-Man.
Doc Ock escapes through the wall while Peter remains with Aunt May, frantically
trying to revive her and even resorting to unmasking to show her she has
nothing to fear from Spider-Man, to no avail. Peter changes out of his Spidey
costume and calls Dr. Bromwell, who tells him that Aunt May’s next such attack
could be fatal. As Peter worries about Aunt May and fixing the wall Doc Ock
smashed through, he swears that he’ll find Doc Ock and stop him once and for
all!