Continuing from last issue, this issue begins at the
underwater base of the Master Planner, who we discover to actually be
Doctor Octopus! He’s been using his recently stolen equipment to continue his
experiments on radiation, and alerts his men to be on the lookout for any other
atomic equipment that could be of use to him. Meanwhile, Peter Parker arrives
at the Daily Bugle, where Betty Brant tries to talk to him about everything
that transpired a couple of issues ago. Peter tries to ignore her, but
Ned Leeds arrives and tells Peter that Betty deserves an answer from him. Peter
takes the opportunity to try and intentionally get Betty to hate him by acting
abrasive and shoves Ned. This alerts J. Jonah Jameson, who balks at the
uninteresting photos Peter has for him, and refuses to take them. Betty claims
that she wasn’t fooled by Peter’s act, but Peter leaves, both of them feeling
heartbroken and dejected.
At the hospital, Peter learns from the doctors that
Aunt May has gotten some radioactivity into her bloodstream, and Peter realizes
it’s from his blood when he gave her a blood transfusion all the way back in
ASM #10. At home, Peter agonizes over his guilt at being the reason that Aunt
May is sick and dying, lashing out in anger, utterly destroying a desk.
Determined to do anything he can to help her, Peter thinks of one person who
can help, Curt Connors, and calls all over until he gets an address for him in
New York! As Spider-Man, he sneakily snags a vile of Aunt May’s blood from the
hospital and swings over to Connors’ lab. Spider-Man presents the blood and
asks Connors for help with saving a friend of his, asking if Connors’ research
with genetics and radiation could help. Connors recalls a new serum called
ISO-36, and puts in a call for it from the west coast, as Spider-Man goes out
to secure the necessary money for the serum.
Peter ends up having to pawn all of his science
equipment in order to get enough money for the serum, but knows that it’s worth
it to save Aunt May. Spider-Man returns to Connors’ lab with the money and
helps him with the chemical preparation for when the serum gets there, as
Connors notes how scientifically minded Spider-Man is. Meanwhile, Doctor
Octopus’ men alert him of the incoming ISO-36, which Dock Ock is eager to
acquire, having heard about it when it was still in development, and thinking
it could aid his research. Right after the plane from the west coast touches
down, the man carrying the ISO-36 is ambushed by the Master Planner’s men, as
they steal the serum! Connors is alerted of the theft and Spider-Man rushes out
to get it back, while Connors remains to continue the preparations.
Spidey swings by the Daily Bugle and asks a startled
Betty where Frederick Foswell is and she says Spidey just missed him. Spidey
then scoops up Foswell right off the street and asks him to use his contacts to
help find where the Master Planner might be. Spider-Man then goes on a rampage
through every criminal hideout he can find, looking for information on the
Master Planner. Back at the hospital, the doctors realize that there’s no
longer anything they can do for Aunt May, putting her fate in a higher power.
Spidey continues his furious search, completely destroying every hideout he
comes across, as Connors, back at his lab, worries about if the serum will even
work. Spidey eventually comes upon what seems to be another dead end, but his
spider-sense alerts him to a trapdoor which eventually leads him to a bunch of
the Master Planner’s men!
Spider-Man barrels through the men, demanding to know
where the serum is. Though they try to swarm Spider-Man, he fights right
through them. Just then, reinforcements arrive from a hidden door and Spidey
quickly jumps through the door, progressing further into the hideout! Doctor
Octopus gets alerted of Spider-Man’s arrival, using the serum to set a trap for
him! Spider-Man eventually comes upon the room with the serum, when he is
suddenly zapped by a high-power electric shock, knocking him from the ceiling,
only to be caught by the powerful arms of Doctor Octopus, revealing himself as
the Master Planner! Spidey sticks to the ground and uses his agility and
strength to fling Doc Ock around by his tentacles, momentarily freeing himself!
As Ock continues his assault, Spidey attempts to tie Ock’s tentacles together,
earning only a brief respite.
Spidey keeps Ock off balance, flinging machinery and
ripping up the floor, as Spidey realizes he needs to end the fight quickly!
Meanwhile, Ock has never seen Spider-Man so fighting mad and elects to escape.
Spidey flings a large stone pillar at the fleeing Ock, knocking down the main
support column which causes the place to start to fall down on top of them!
Spidey ends up trapped underneath tons of heavy machinery, with the serum only
just out of reach. Just then, Spidey notices that the damage to the base has
caused the surrounding water to starting dripping through and soon enough the
entire river will come through! Spidey tries to move the heavy weight on top of
him to no avail. Meanwhile Aunt May fights for her life and Connors worries
that the serum won’t get there in time. The issue ends there with Spider-Man
trapped under tons of debris, as the room slowly fills with water, having come
so far, only to fail now, with no way out! Could this be the end?