Our story begins in a state prison, where we find that
a team of specialists have finally managed to remove the mechanical arms of
Doctor Octopus from his body! Little do the guards know, Doc Ock has the
ability to control his arms, even when they’re not connected to him! Doc Ock
uses this ability to call his arms to him from the storage area and easily
escape the prison. The next day, Spider-Man stops in on the office of
J. Jonah Jameson, snagging a newspaper, and learns that Doc Ock has escaped. Just then,
Spidey is thrown for a loop, as Thor goes zooming by, as Spidey wonders where
he’s in a hurry to.
Meanwhile, at a secret hideout, Doctor Octopus is
gathering a meeting of various supervillains. We find him with Electro and
Kraven the Hunter already present, as Mysterio suddenly also arrives! Doctor
Octopus states that they only need wait for two more before he can unveil his
plan. The next day, back with Peter, his spider sense suddenly reacts to a
passing figure, but before Peter can follow him, Flash Thompson chooses that
moment to pick a fight. As he takes a swing at Peter, Peter ducks out of the
way, and Flash goes hurtling into Doctor Strange, just walking by. Flash passes
right through him, with Strange revealing that this is merely his astral form,
and Flash and the other students marvel at actually seeing Doctor Strange up
close! Peter uses the chaos to slip away and chase down the suspicious figure
as Spider-Man. Spidey spots him, but when he jumps down to grab the man, he
finds a bunch of empty clothes! Down in the sewer, just below, we find that the
man was Sandman, now reforming himself, as he makes his way to Doc Ock’s
meeting.
Having lost him in the sewers, Spidey heads back home,
where he notes that the attic light is on. He peeks in the window, and spots
Aunt May crying over old pictures of Uncle Ben. Peter realizes that Aunt May
never quite got over his death, and that maybe he hasn’t either, as he
reminisces about Uncle Ben and the guilt he feels over his death. Peter thinks
of how much trouble his spider powers have brought him, and at that moment,
Spidey suddenly trips and falls off the roof! Spidey manages to grab onto a flagpole
below, stopping his fall, in complete disbelief to the fact that he seems to
have suddenly lost his spider powers! As he dangles from the pole, the
Fantastic Four pass by in their Fantasticar, but they think that Spidey’s just
goofing off, and Mr. Fantastic says they should leave him be.
Peter carefully makes his way back to the ledge and
makes the arduous journey home, taking much longer than usual due the loss of
his powers. Back at home, Peter ponders what he’s going to do with his life now
that he can no longer be Spider-Man. Back at Doc Ock’s hideout, the Vulture
suddenly appears, along with Sandman having arrived earlier, completing the
group of six villains. With all of them now present, Doctor Octopus presents
his plan for the six of them to band together to vanquish Spider-Man once and
for all! Not all of the villains are eager to work in a group, but Doc Ock
gives each of them a random number, and says that they will each confront
Spider-Man in turn. This way, each one will wear Spider-Man down a little more,
increasing the odds of his defeat each time! Not only that, each card also has
a location, with each best suited for that particular villain!
The next day, Peter is still lulling at home, before
deciding to go for a walk to clear his mind. Aunt May ponders about what could
be bothering Peter so and wonders if things could be going poorly between him
and Betty Brant. At school, the other students note it odd that Peter isn’t
there, with Flash boasting that he must have scared him off, which earns him a
verbal lashing from Liz Allan. We find that Peter was so absorbed in his
thoughts that he forgot about everything else entirely, including school. Peter,
still wrapped up in his thoughts, walks right by a group of criminals that had
just been stopped by Giant-Man and the Wasp! At the Daily Bugle, Aunt May
confronts Betty, before both are captured by Sandman and Electro, which Jameson
witnesses from his window, shocked!
Jameson calls Peter to his office, telling him about
the ordeal, as the Vulture suddenly appears at the window! The Vulture tells
Jameson to print a message for Spider-Man that their group, calling themselves
the Sinister Six, have captured Betty Brant, and that if he wants to save her,
he must first go to the Stark Electric Plant. Peter worries what he can
possibly do without his powers. Jameson tries calling the Fantastic Four, as he
figures all superheroes know each other, but Mr. Fantastic says they have no
idea where Spider-Man is. Mr. Fantastic in turn tries calling the Avengers, and
Captain America answers, who says he’s never even met Spider-Man. Finally, the
Human Torch tries leaving a message for the X-Men (Cyclops, Marvel Girl, Beast,
Iceman, and Angel), but Professor X tells them to ignore it, as it has nothing
to do with them!
At home, Peter still agonizes about what to do,
knowing he doesn’t stand a chance without his powers. He resolves that he has
to face the Sinister Six, and that if this is to be his end, that he’ll face it
like a man! He heads to the Stark Electric Plant, where he finds the first of
his opponents, Electro! Electro reveals that he has a card with the next
location on it, and that Spider-Man will have to defeat him to get it! Electro
hurls an electric bolt at Spider-Man and when the dust clears, Spidey has realized
that he dodged it, meaning that his powers have returned! Spider-Man continues
to dodge around, as Electro recharges himself with the generators at the plant.
Spider-Man devises a plan, by tying cables around his ankles to ground himself,
and shutting off the power, he is able to take the next bolt Electro hurls at
him and deliver a devastating knockout punch to the villain!
With Electro defeated, Spider-Man departs, running
into Iron Man on the way out, as he heads for the next location. Jameson once
again tries calling the Fantastic Four, and Invisible Woman and Thing tell him
to try the police. Spider-Man arrives at the next area, where he finds Kraven
the Hunter, accompanied by two ferocious leopards! Spidey keeps the leopards at
bay with his webs as he dodges around Kraven. Spidey manages to grab the card
with the next location on it and swings away, leaving Kraven there. Spidey
realizes that losing his powers was all psychosomatic, brought on by his guilt
over Uncle Ben. The Human Torch suddenly appears, offering Spidey his
assistance, but Spidey says that this gauntlet is pretty personal and that
he’ll handle it alone.
Spidey arrives at the next location and seemingly runs
into Cyclops, Beast, and Angel of the X-Men. Spidey quickly discovers that
they’re only robots, as he smashes the Beast and Angel bots. He manages to trip
the Cyclops bot, taking it out of commission, while his spider sense alerts him
to the fact that one of the walls of the room is camouflaged! Spidey smashes
through, revealing Mysterio, who tries to escape via his smokescreen to no
avail. Back at the Bugle, Jameson sees an errant spider hanging from his window
and tries to send Spider-Man a message through it, while his staff thinks he’s
cracking up. Spidey then arrives at the next location to find the card he needs
just sitting there. At that moment though, Sandman reforms himself from his
sandpile on the floor to challenge Spidey. Spider-Man dives through Sandman, in
order to grab the card, which causes the room to be enclosed, trapping the two
inside together. Sandman tries to flatten Spidey but after failing to tag
Spider-Man, Sandman suddenly slumps forward, gasping for air. Spider-Man
realizes that Sandman accidentally made their enclosure airtight, causing
Sandman, who needs a normal amount of air, to pass out before Spider-Man, saved
by his stronger lungs.
Back at the Bugle, Jameson discovers to his dismay,
that they’re the only paper not to get coverage on Spider-Man facing the
Sinister Six, as he’s been too preoccupied with contacting Spider-Man.
Spider-Man finds his fifth opponent, the Vulture, atop a high platform. Vulture
tells Spider-Man to remove his web-shooters, or else he’ll simply fly off,
leaving Spider-Man with no way to find Betty. Vulture squirts some oil under
Spidey’s feet in order to knock him from his perch, and lassos Spidey’s legs as
he falls. Spidey manages to turn the Vulture’s trap against him, freeing his
leg, and using the same rope to ensnare the Vulture, leaving him webbed to a
flagpole, as Spidey heads for the final challenge. Back at Ock’s lair, he
prepares for Spider-Man’s arrival, as Betty continues to worry and Aunt May
remains blissfully unaware that anything is wrong, seeing Doc Ock as charming
and gentlemanly.
Spider-Man arrives at the final location, an old
castle, and sneaks in, finding Ock without his arms. Suddenly, Spider-Man’s
spider sense alerts him just too late to avoid getting grabbed by Doc Ock’s
separated tentacles. Spidey manages to stun Ock as the tentacles chase after
him, before they are suddenly recalled. As Spider-Man makes his way further
into the lair, a trapdoor opens under him, dropping him into a giant fishbowl.
Doc Ock dons some scuba gear in order to attack Spider-Man while he’s underwater
and more vulnerable. Spider-Man finds it more difficult than usual to avoid
Ock’s tentacle but has the idea to unload the entire contents of his
web-shooters, tangling Ock and his tentacles up completely, as Spider-Man
escapes the fishbowl, dragging an incapacitated Doc Ock out as well.
After searching through the lair, Spider-Man finally
finds Betty and Aunt May in one of the rooms. While Betty is elated to see
Spider-Man, Aunt May finds him rather ghastly looking, and has no idea anything
was wrong in the first place. After leaving the two for the police to find
them, Spidey quickly changes back to Peter and rushes to them, relieved that
they’re alright. As Peter celebrates his long journey, we end the issue with
the Sinister Six now in jail. Doc Ock attempts to corral the others for his
next plan, but the others just want to sulk in their defeat.
*Issue also contains a gallery of pinups of all of the villains Spidey has fought so far, in addition to little galleries of Spidey's powers and costume.
*Issue also contains a three page comedy piece about how Stan and Steve make a Spider-Man comic.