Continued from last issue... Spider-Man battles Dr. Octopus, who has confronted Spider-Man for meddling in his plans once again. During the fight, Octopus manages to get a firm grip on Spider-Man's mask and pulling it off, Spidey then quickly squirts webbing in the Doctor's eyes hoping it'll blind him long enough to allow him to escape. Peter is suddenly struck by painful cramps and has to flee the fight. Dr. Octopus furious that his enemy has fled, ditches the mask and leaves the scene. The mask is found by Randy Robertson who returns home and gives it to his father Joe.

Dr. Octopus then resumes his war against Hammerhead, a new criminal that is trying to secure control over the underworld. Meanwhile, Peter gets a visit from his doctor who tells him he's suffering from an ulcer. Left alone, he decides to resume his search for his Aunt May. He goes to the Bugle to sell the pictures of Spider-Man's battle with Dr. Octopus, which validates for Jameson that the Spider-Man mask found by Randy is the genuine article (which Jameson has now proudly pegged on his bulletin board.) Before he leaves he gets a lead from Ned Leeds about the possible whereabouts of his Aunt May, at an employment agency in the Lower East Side of the city. Peter decides to check it out as Spider-Man, stealing a cheap imitation mask from a costume shop to wear.

Arriving in the location, Spider-Man is attacked by Dr. Octopus once more, and is unable to fight at peak efficiency due to his ulcer. Putting in the body harness he took earlier, Spider-Man gets the needed boost to defeat Dr. Octopus. However, the fight takes all the wind out of him. Almost ready to throw it in for the day, Spider-Man is then confronted by Hammerhead and his goons.

This story is continued next issue...

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