At the train station, Aunt May is going away while Dr. Curt Connors is meeting his wife and son. Dr. Connors reacts from The Rhino antidote he was previously working on and turns into The Lizard. Realizing this, he runs away but is spotted by his son Billy. The Lizard plots his human conquest and defeat of Spider-Man. As Aunt May leaves, Peter spots Mrs. Connors in tears and meets her as Spider-Man. Mrs. Connors explains her fear that Dr. Connors may have transformed and points Spider-Man to the tunnel. Finding nothing, he sends them to Dr. Connors lab. Peter heads to The Daily Bugle for more money and Frederick Foswell decides to shadow Peter as his alter-ego Patch to see if there’s a story. Pete meets up with Harry Osborn, Flash Thompson, and Gwen Stacy at a local caf?. While talking about Flash’s draft, Mary Jane walks in and the boys are stunned. They’re even more surprised when Peter knows her and Gwen is jealous when they leave together. The Lizard then frames Spider-Man breaking into a jewelry showroom from the inside, having climbed up the building. Jameson sullies Spider-Man’s name as a criminal, but Spider-Man finds The Lizard and gets him to climb a building in front of the public, showing The Lizard can climb too. While fighting The Lizard, Spider-Man sprains his arm in a fall to a web mattress, but a friendly doctor tapes up his arm before the police arrive. Spider-Man finds Mrs. Connors and lets her know that Dr. Connors has indeed turned into The Lizard but heads home to recuperate. Mary Jane calls and invites Peter to a dance but he declines fearing someone might piece together that he and Spider-Man both have sprained arms.

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