1st appearance "KINGPIN" (Wilson Fisk)
The issue begins with Spider-Man breaking up an attempted robbery of a payroll truck. However, one of the bystanders is frightened by the violence and asks Spider-Man to leave. Peter is astonished at how well Mr. Jameson's attacks on him have worked. Peter arrives to his and Harry's apartment only to be told by Harry that his Aunt May is ill. Rushing to Aunt May's house, he is told by Anna Watson that May was calling for Peter, but she has been sedated now and is sleeping peacefully. Peter chastises himself for not paying enough attention to his Aunt since moving in with Harry. Even though he has an important test the next day, Peter doesn't study, figuring he wouldn't be able to concentrate. The next day, after the test, Peter's Professor expresses concern over the decline in Peter's grades. With all of this weighing on him, Peter begins to hate the very name of Spider-Man! Adding fuel to the fire is J. Jonah Jameson going into another anti-Spider-Man rant on TV. Walking at night, dwelling on all his problems, Peter takes his Spider-Man outfit and throws it in the garbage. The next morning, an excited child brings the outfit to Jameson's office, to Jameson's delight. Public reaction to the story is mixed... although Jameson is delighted that he sold every copy of the paper with the story in it. In the office of a mysterious figure known only as "Kingpin", the self-proclaimed Lord of the Underworld tells his men to prepare. Now that Spider-Man is out of the way, there will be no one to oppose him. Frederick Foswell learns about the Kingpin's plans. Peter arrives at the Daily Bugle and tells Jameson he is quitting, so he can devote more time to his College studies. In the following days, the crime rate increases dramatically, but Peter could care less. Finally, driving his motorcycle home one night, Peter hears a cry for help and seeing no one else around, decides to help out. The night watchman Peter saved reminds him of his Uncle Ben, and Peter remembers how he became Spider-Man, and how his Uncle Ben died because Peter failed to stop a criminal. Peter realizes he must once again become Spider-Man. Meanwhile, Foswell approaches the Kingpin and tells him he's taking over... and offers the Kingpin the job of Lieutenant in his army, but Kingpin has Foswell tied up. Peter breaks into Jameson's office, puts on his Spider-Man outfit, and waits for Jameson to come in so he can deliver the good news about Spider-Man being back to Jameson in person.

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