Comics : Amazing Spider-Man (Vol. 1) Annual #3

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This story is part of a Lookback Series: From The Beginning

This review was first published on: 2006.

Background...

When is an Annual not an Annual? When Marvel starts calling them King-Size Specials instead. But don't let that fool you. It's squarebound. It's "72 Big Pages". It's issue #3. It's a Spider-Man Annual.

In Detail...

"...To Become An Avenger!"
Amazing Spider-Man (Vol. 1) Annual #3 (Story 1)
Year 1966 : SMURF 041.600 : SM Title
Editor:  Stan Lee
Writer:  Stan Lee
Pencils:  Don Heck, John Romita, Sr.
Inker:  Mike Esposito
Cover Art:  John Romita, Sr.
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 Reprinted In: Marvel Masterworks #22
 Reprinted In: Marvel Tales #181
 Reprinted In: Essential Spider-Man #2
 Reprinted In: Giant-Size Spider-Man #2 (Story 2)
 Reprinted In: Spider-Man's Greatest Team-Ups (TPB)
Articles: Aunt May Parker, The Big Man, Daredevil, Jameson, J. Jonah, The Wasp

Imagine stumbling on this one at the newsstand. Standing out in an almost 3D fashion from a white background, Spider-Man ineffectually punches the Incredible Hulk in the face while the Hulk has him in a very tight bear hug. Behind them are the Avengers rushing to the rescue. (From left to right: Goliath, Iron Man, Thor, Wasp, Captain America and Hawkeye.) This is a particular treat since neither Thor nor Iron Man is appearing in the Avengers issues at this time. Which is perhaps why they rise up above the other characters with Thor's hammer even interacting with Spidey's logo. You can't miss them. To the far right is the blurb "All New. Spidey faces: the Mighty Avengers and the Incredible Hulk! 'Nuff said!" At the bottom of the cover is one of those big red arrows with text inside, reading, "Plus... the most action- packed of all the Doc Ock opuses! Both in one book for the first time! - - See why Doctor Octopus has been called the greatest villain of all!" (By the way, note how well this is worded. This story may well be the "most action-packed" of Doc Ock tales but it certainly isn't the best to this point. That honor has to go to ASM #31-33, December 1965-February 1966. And maybe Ock "has been called the greatest villain of all" but not by anyone I know. Maybe Stan called him that right before he wrote this cover blurb.) The arrow points to two panels from the reprinted Ock stories. "Return of Doctor Octopus" says a caption on top of a reproduction of page 2, panel 3 of ASM #11, April 1964 (this panel actually being a flashback to Ock's defeat in ASM #3, July 1963). "Unmasked by Doctor Octopus!" reads the other caption over a shot from ASM #12, May 1964 page 19 panel 6. Let's look at this cover again and reconstruct the first reaction on seeing it. "Hey, check it out! Spidey fighting the Hulk! With Iron Man and Thor flying in. And look! They're teamed up again with the Avengers. And, hey, two Doc Ock stories reprinted! He's been called the greatest villain of all!" That cover does everything it is intended to. If you are a Spidey fan, that cover virtually guarantees you will buy this comic. So, tell me again why almost all of the Spidey comics come out these days with generic pin-up covers that tell you nothing of the interior? Do they not want you to know what story you'll find within? Do they not want the casual browser to be drawn into an impulse buy because of an exciting cover?

On the inside is another of those gray-toned contents pages that we've seen in Marvel Tales and Marvel Super-Heroes. It introduces "the third thrill-packed collection of our woolly web-slinger's most marvelous masterpieces" and gives credits for the production staff. The main story is then introduced with a drawing of Spidey riding his webbing and a series of headshots of the Avengers and the Hulk, none of which seem to come from this story so I'm not going to bother to track them down. The blurb reads, "Spidey takes on Marvel's mightiest... including the incredible, inedible Hulk... in the swingin'est free-for-all ever to explode from the printed page! His goal: To become an Avenger!" Below that, two panels I can track down are reproduced: ASM #11, page 19, panel 2 and ASM #12, page 8 panel 4, accompanied by the blurb, "Bullpen Bonus: Your friendly neighborhood you-know-who in his two most spectacular slug-fests with lovable ol' Doc Ock!" (Only Stan could sell a 21 page original story in a double-sized 25 cent Special by adding two reprints and call it a "Bullpen Bonus".)

Turn your head to the right and start reading the story, which begins "at an extraordinary executive session of the Mighty Avengers". Thor, Hawkeye, Captain America, Goliath, the Wasp, and Iron Man (clockwise from bottom left) are all there and someone has thoughtfully tacked up a poster of Spider-Man so that the wall-crawler can be on the splash page too. Captain America tells the group that they've studied the photo of Spidey long enough and it is time to consider him for membership. (Yeah, that's the way to consider an Avengers membership: put up the candidate's portrait and stare at it for a while!) Hawkeye immediately votes "yes" to Spidey's inclusion. Why? "He's a real swinger and me, I dig his style!" Which is as good a reason as any, I guess. Cap thinks Hawkeye identifies with Spidey because of the web-slinger's brushes with the law. Thor doesn't know if Spidey can be trusted. Goliath thinks he must be "carefully tested". The Wasp immediately votes "no". Why? "I hate anything to do with spiders!" she says, which we know from her previous meeting with Spidey back in Tales to Astonish #57, July 1964 and which is as good as reason for deciding as Hawkeye's reason, I suppose. Iron Man really has nothing to say but Stan wants everyone on the page to speak so he gives him this, "It's a momentous decision! We dare not make a mistake!" which is obvious and tells us nothing. Before we turn the page, note in the credits box that "Jazzy Johnny Romita" did the layouts for "Dashin' Donnie Heck's" pencils. It wasn't too many months before that Stan had Jack Kirby doing layouts on Daredevil so that JR could see how the Marvel style is done. It looks like he learned fast.

The first thing that stands out when you turn to page 2 has nothing to do with the story itself. It is the blurb at the bottom of the page instructing the reader to "Watch Marvel Super-Heroes on TV". This blurb appears, in various colors, on fifteen of the first 30 story pages (covering all of the new story and almost half of the ASM #11 reprint) then doesn't appear again for the rest of the issue. Did the powers-that-be figure that people would stop reading just a little ways into the reprints? Did they lose track of the stencil? Did they run out of different colors? Or maybe they decided that a mere 15 mentions were enough.

Back to the Avengers. Goliath proposes a test for Spidey to qualify for membership. Cap is bugged by this idea because "we only test an applicant after we decide we want him" and a decision hasn't been made in Spidey's case. Goliath points out that Iron Man and Thor "left other pressing matters" to be at this meeting and wants to hear from them, but they don't have much to say. Iron Man worries that Spidey has always been a mysterious loner. Thor wants to know where Quicksilver and the Scarlet Witch are. Somebody tells him (the panel only shows the outside of the building so we can't see who) that the two mutants are "in Europe at this time". (They headed home to see if there was a cure for their weakening powers in Avengers #30, July 1966.) After more quibbling that Spidey is an "unknown quantity", Thor says the meeting needs discipline and calls for a chairman. Iron Man tells him that "according to the duty roster list, it's Cap's turn". Cap takes command by doing the same quibbling that they've been doing. He proposes that "before testing Spider-Man let us first learn a little more about him". Hawkeye thinks this is a great idea and he figures the way to do that is to summon Daredevil "who's met Spidey a few times and fought both with 'im and against 'im". (Yeah, but who's going to vouch for Daredevil?) The Wasp, who thinks DD is "dreamy-looking", is all for it. Thor seems to think that "time is of the essence" but I'm not sure why. Do they really need to decide on Spider-Man this very instant? Iron Man wants to know how they will get in touch with Daredevil. When Cap says that DD is "said to be hyper-sensitive to sounds and impulses", Goliath goes over to one of his floor-to-ceiling machines to "blanket the area with high-frequency radio signals". Cap sends the signal in Morse code (which, fortunately, Daredevil understands) while someone off-panel wonders why they haven't offered DD membership. Someone else off-panel says, "Perhaps we will, some day as soon as some Avenger proposes him officially!" So, let me get this straight. The Avengers are planning to offer membership to Spider-Man whom they don't know and don't particularly trust. To do this they summon Daredevil whom they seem to trust and whom they can contact easier than Spider-Man but they don't offer DD membership because no one has proposed it? So, what's stopping them?

Daredevil is tumbling above the streets of Manhattan when he picks up the signal and heads to Avengers mansion. The Avengers ask him about Spidey and he tells them that "more than a year ago, we fought side-by-side against the Ringmaster (in ASM #16, September 1964) and Spidey was as great a partner as one could hope for! More recently, I encountered him again (in DD #16-17, May-June 1966) and he was stronger and more skillful than ever". DD gives the Avengers "my highest recommendation" and that's all we see of him in this issue.

Now that they have DD's okay, Cap votes that Spider-Man "qualifies to be tested for membership". The Wasp, overcoming her aversion to spiders, agrees. Goliath, proud of the Wasp for overcoming her aversion to spiders, also votes yes. And soon the vote is unanimous. Now they only have to find him. So Thor uses Mjolnir to take to the skies, Hawkeye rides a skycycle, and Iron Man flies with a "whoooooshhh" from his boot jets, all searching for the web-slinger. On the ground, Goliath ties up traffic by walking through Manhattan with the Wasp flying along beside him. A crowd gathers, stunned at the size of him. A kid yells at his friend Seymour to "Bring me a hunk'a paper" to get Goliath's autograph. "Waddaya mean how can I tell it's him?" yells the kid, "How many 10- foot guys do you know?"

Elsewhere in town, Spider-Man clings to a wall and heeds his spider-sense, which has started to tingle. Apparently, it responds not only to danger but also to the Avengers' search for him because, as he takes to his webs, he is ordered to stop by the Mighty Thor... or as Spidey says, "Well, wobble my webs and call me shaky! It's Goldilocks, the hippest hammer in the west!" Thor stands on a rooftop ledge, holding his hammer high, and pompously declares, "Heed my words, masked one! I bring you a summons from the Avengers! You are ordered to report to our headquarters as soon as possible! I have spoken!" But, having spoken, he then speaks some more. "You are to be offered one of the highest of honors" he says, "an opportunity to be tested for membership in the Mighty Avengers!" Spidey immediately reacts to the notion of being tested. "If all you glamour-pants don't know what I can do yet...," he replies. Thor tells him that every candidate must be tested. (A provision that never existed before this issue and almost never returns after this issue, if I'm remembering my Avengers history correctly.) Spidey isn't sure he even wants to be an Avenger. He tells Thor he has to think about it and this just gets the Thunder God's tights in a bunch. "It has fallen to few men to be honored in such a fashion" he brays, "And yet you hesitate, you seem uncertain! In truth, masked one, what manner of man art thou??" (Hey, I'd hesitate too if I was offered a partnership with this blowhard. Who needs to hear his speechifying every day? And what's with this "masked one" appellation that Thor has pinned on Spidey? Like the web-slinger's the only hero out there in a mask?) Anyway, Thor drones on some more about how great the Avengers are until Spidey sits right at his feet and tells him, "Hey, take it easy! Come up for air, helmet head! I feel like a captive audience for a late show TV commercial!" Thor decides to back off. He tells Spidey he has "24 hours to contact us", swings his hammer ("Boy! He sure whips up a storm with that thing!" thinks Spidey) and flies away. Spidey watches Thor leave and, for some reason, decides that the pompous windbag is not so bad after all. "For a gent who takes himself so seriously, that Thor seems like an all right Joe!"

Spidey heads to Forest Hills, switches to his Peter Parker clothes, and heads into his home, wondering "If I did become an Avenger, how would it affect Aunt May?" May, who is busy with a dustmop of some sort, is happy to see Peter home early. She tells him that Dr. Bromwell has prescribed a new medicine for her but she isn't up to going to the drug store to get it. Peter takes the prescription from her and heads for his motorcycle (which he purchased in ASM #41, October 1966). As May stands in the doorway saying, "I just don't know what I'd ever do without you, dear!" Peter puts his hands in his pockets and hangs his head. "Do I have the right to always think of myself when Aunt May needs me?" he thinks, "She's old and ill and I'm all the family she's got!" Note how Aunt May has the poor sap so thoroughly brainwashed that just the slightest comment from her sets him on an anxiety-ridden downward spiral. He even thinks he always thinks of himself! I tell you, the woman's a genius!

As he rides to the drug store, Peter thinks about how becoming an Avenger "could mean a new life". He thinks, "Even someone like Jonah Jameson would have to treat me with respect!" (We now know that that's not true.) He gets to the drug store and turns the prescription over to Mr. Wilson, the pharmacist, who looks like a cheerful enough fellow but we'll never know because we'll never see him again. While he's waiting, Peter thinks about the advantages of being a loner. "Nobody can send me out on a mission when I should be home studying or looking after Aunt May!" Then he gets back on the same old kick about the shock that would kill Aunt May if she ever found out he is Spidey and how it would be harder than ever to keep that secret as an Avenger. So, Pete drives home, undecided; the offer feeling more like a problem than an honor. He gives the prescription to Aunt May and she thinks he looks tired so Pete seizes on that to say he's going to his room for a while. Once there, he throws his blue jacket on the bed and declares, "I can't fight it any longer! I've got to follow my own destiny and let the chips fall where they may!" Deciding that he has "an obligation to mankind", he strips off his shirt to reveal his Spidey costume underneath. And seconds later, he is web-swinging to Avengers mansion (which he describes as "the town house mansion that millionaire Tony Stark provides for them rent free" so it can't be the sprawling Avengers mansion we get used to later on).

Soon, Spidey is inside and surrounded by the Avengers in a full-page spread within which Romita and Heck choose to show us Spider-Man's back as Iron Man, Cap, Hawkeye, Goliath, the Wasp and Thor all face him... and us. This is the first time Spider-Man meets the Avengers in spite of the deceptively entitled "The Mighty Avengers Meet Spider-Man" in Avengers #11, December 1964 in which the Avengers actually met Kang's Spider-Man robot. Spidey met (and was snotty to) Iron Man back in Avengers #3, January 1964, Goliath (when he was calling himself Giant-Man) and the Wasp in Tales To Astonish #57, July 1964 as previously mentioned and Thor (sort of) when the Thunder God flew past him in ASM Annual #1, 1964. Mercutio3 has reminded me that Spidey met Hawkeye in Fantastic Four Annual #3, 1965 when he saved him from being hit by a falling safe conjured up by the Enchantress. ("When they give out the medals, save one for your friendly neighborhood Spider-Man", the web-slinger says. "As far as I'm concerned, you can have a whole set of 'em, chum!" replies Hawkeye.)Thanks, Mercutio! This is the first time Spidey meets Captain America, as far as I can recall, though James Dysart let me know that Cap witnesses the real Spidey defeating the robot Spidey in the aforementioned Avengers #11 which may technically not be a meeting but is, I suppose, a sighting. Thanks, James! If anyone else knows of a prior meeting between Spidey and Cap, let me know, okay? Spidey announces that he is ready for the test and wonders whom he has to fight. Hawkeye, who is Spidey's biggest booster, volunteers. ("Start with me, pal! I've been hopin' for some action around here!") Cap breaks it up before it begins, however. "It's not that kind of test!" he says. So, they all return to the big round table. When Spidey asks what kind of test it will be, the Avengers admit that they haven't decided. The Wasp whispers to Goliath that, "I don't like it, Hank! Spider-Man is starting to look angry!" and why wouldn't he? He gets the full-blown Asgardian invite to the Avengers, they tell him he has to pass a test, and then they don't even know what the test is. What a first-class organization. To make matters worse, the oh-so-tactful Iron Man pokes a metal finger at Spidey and tells him to step out of the room since, "We'll be able to think up a test for you faster if you're not breathing down our necks!" Spidey fires back with, "I'm not some nobody who walked in here, hat in hand, for a handout! If you don't want me to join, say so! I'll promise not to cry!"

Suddenly, everyone gets huffy. Thor and Cap grab Spidey with Cap telling him to "Simmer down!" Wasp thinks this proves that Spidey can't be trusted. The web-slinger is sorry he spoke up. He thinks he lost his temper because he's "so worried about Aunt May" rather than because the Avengers are incompetent and Iron Man is a pompous jerk. (Peter still hasn't learned that Iron Man is a pompous jerk he should have nothing to do with all these years later.) Cap now gets on his high horse, telling Spidey that the test is important because it determines "your power, your loyalty, and your ability to think on your feet, fast!" (Yeah, great. Now if only they could think of a test that would do that.) Spidey is still feeling jerked around and thinks the whole thing "sounds nutty". He declares that he'd "make as good an Avenger as any one here". This sets Hawkeye off. He points his finger at Spidey and says, "I'm the one who wanted to vote you right in! But no web- head is gonna try to put the Avengers down, not when Hawkeye's around!"

Now it occurs to Spidey that this is the test. He leaps across the table and grabs Hawkeye. Cap and Iron Man step in to stop him. When Goliath grabs him, Spidey realizes that this can't be the test since "they all seem too serious about it" (plus not a one of them has the wit or the subtlety to come up with something like that). Ignoring Hawkeye's pleas to let him tackle Spidey alone, Goliath shoves the web-slinger across the room. Cap and Thor tsk-tsk over the whole thing. "If only he weren't so excitable, so hot-tempered!" whines Cap. "Could we ever trust one such as he?!!" moans Thor.

But Spidey's not done. He bounces right back and punches Goliath hard enough to knock his head to the side. "Hands off, you over grown creep!" he says, "I didn't come here to be pushed around by anyone!" This sets the Wasp off. She gets out of her chair and prepares to attack even as Cap grabs Spidey from behind. With his arms pinned, Spidey is an easy target for Jan's wasp sting. She smacks him in the chest with a "stasp!" "That sinks it!" says Spidey as he pulls a judo move on Cap, flipping him over his shoulder right into Goliath. Cap punches Spidey in the chest, telling him "Don't try that again, mister, not ever!" Hawkeye leans in and says, "Spidey you've got a lot more nerve than sense!" "Maybe you're right, pal!" replies the web-slinger, "I forget what we're fighting about!" (Great line.) Iron Man tells the combatants to "break it up" and suddenly Goliath goes from being smack in the fray to brown-nosing Shellhead. "Iron Man's right!" he says, "Let's separate them, Thor!" Thor agrees and the fight is stopped. ("You have proven your courage and your spirit!" says the Thunder God, "Now it is time for talk!" "You mean the next test is a debate?" asks Spidey.) Iron Man declares that, while everyone else was fighting, he has thought of a test for Spider-Man. (That Tony Stark is a genius.) He announces that the Hulk has been seen in the city. Cap picks right up on this and says, "We've all been too busy to go after the Hulk ourselves! But, if you can bring him to us..." Note that Stan doesn't have Cap say, "capture the Hulk". He says, "bring him to us". And just to give us another chance to notice it, he has Cap say it again in the very next panel. "The Hulk is the strongest known mortal on the face of the Earth! You're not expected to overpower him. Merely find some way to bring him to us!" Of course, Cap could explain why the Avengers want him but then we probably wouldn't have a story. Spidey doesn't think they want him for anything other than to complete his test. While Hawkeye worries that the test is "a lot to ask of one Joe, even Spider-Man" and the Wasp believes, "He's sure to fail", the web-slinger is full of confidence. Thinking that the Hulk is dumb enough for him to trick into defeat, he bounds off a balcony and tells the Avengers "not to lean on 'im too hard when I bring him back". This reminds the Avengers that they didn't explain why they want the Hulk. Now it is, conveniently, too late.

So, Spidey goes searching New York for the Hulk. He perches on the side of a building and tries to pick something up with his spider-sense. He shines his spider-signal down into an empty lot. (Yeah, the Hulk is sure to be hiding there.) He web-swings around aimlessly. After hours of this, he decides to take a break and get something to drink. Since he doesn't dare "go to a soda fountain in this get-up", he goes to the Daily Bugle and peeks, upside down, into J. Jonah Jameson's window, then enters. With Jonah screaming at him to get out of his office and then trying to call the police, Spidey steps over to JJ's water cooler and helps himself to a drink. Just then, Frederick Foswell rushes in and tells Jonah that "the Hulk's been spotted near the downtown Gamma Ray Research Center". (Good idea, by the way. Having a Gamma Ray Research Center in downtown Manhattan.) Jameson forgets about Spidey as he orders Foswell to go out and get that story. (Said story probably not more than, "the Hulk's been spotted near the downtown Gamma Ray Research Center".) At the same time, Spidey leaps out the window ready to follow up on the tip himself.

Apparently knowing exactly where the Gamma Ray Research Center is, Spidey gets down there in a hurry. His spider-sense starts to tingle as he gets closer to an alley between two lab buildings. (Up on the wall is a sign reading Gamma Ray Research Center for anyone who happens to be passing through the alley, I guess.) He web-swings down to the alley and encounters a wide, hairy-chested mop-topped Don Heck type of Hulk. "Hi Hulky Boy!" he says, "Long time no see!" but notices that the Hulk doesn't seem to remember him. Stan, in a footnote, asks, "How about you, tiger? Remember when they met in Spidey #10?" Hmmm. No wonder the Hulk doesn't remember the meeting. They actually met in ASM #14 (July 1964). Now Spidey did think, as he left the Avengers, that "if [the Hulk's] as dumb as I've heard, I'll figure some way to trick him into defeat", didn't he? So what does he do? After the Hulk tells him to stay away, he steps right up and says, "Sorry, big man! You're coming with me!" (Hey, maybe that's why Stan thought Spidey met the Hulk in ASM #10, March 1964. He thinks Hulky is secretly the Big Man! Sorry, couldn't resist.) Hulk doesn't take well to this brilliant strategy. He tears a bunch of bricks off a nearby building "like peeling a grape" and hurls them at Spidey who manages to use his spider-speed to leap out of the way and perch on the wall just beyond where the bricks had been. The Hulk leaps at the web-slinger who maneuvers himself so that greenskin will smash right into some iron bars covering a window. In this way, Spidey hopes to slow the Hulk down. Instead, Hulk plows right through the bars and into the Gamma Ray Research Center, although this floor looks empty except for some wooden crates. Spidey follows the Hulk inside and wonders, "What can it feel like to be that strong? To him, the whole world must seem to be made of papier mache!" Still, the web-slinger fights on, using both feet to whack into Hulk's solar plexus. This doesn't do him any good. Hulky grabs him and puts him in a powerful bear hug. Spidey responds by hitting Hulk with two karate chops, one on each shoulder. "Okay now, leggo!" he says, "They may not be much but they're the only ribs I've got!" The blows don't seem to have any effect but Hulk decides to toss Spidey away "like I'd brush off a mosquito". As he tosses, Hulk complains that his opponents always start the fight and Spidey is forced to agree. "He certainly didn't come looking for me!" he thinks, "Now, how do I explain that this is nothing personal, I'm just trying to pass a test!" Spidey's collision with the crates causes one to break apart. The Hulk wades in and smashes some other ones. He takes a swing that just misses Spidey. ("Even the breeze from that one would have finished almost anyone else!" thinks the webster.) But this punch smashes into a crate with a sign on it that reads, "Danger: Gamma Ray testing devices" and it breaks through the gamma ray shielding wall, bathing Hulk with gamma radiation. (Great way to store this stuff, isn't it? Just stick it in a crate in an otherwise empty room and hang a "Danger" sign on it.) The rays double Hulk up and in seconds he has turned into Dr. Bruce Banner.

Spidey has no idea, at this point, that the Hulk has another identity. Rick Jones has only recently blurted the Hulk's secret out to Major Glenn Talbot (in Tales to Astonish #77, March 1966) and the truth hasn't yet gotten out to the general public. "Holy wobblin' webs!" says the wall-crawler (having watched too much of the Batman TV show, apparently), "Who are you??" Banner tells him. "I've heard of you" says Spidey, "You're one of the top atomic scientists in the Western world." Dizzy and feverish, Bruce leans against a wall and tells Spidey, "I was working on gamma rays... caught in blast... turned me into Hulk! I keep changing... back and forth...can't control it! Try not to cause harm... but nightmare never ends." Spidey is sympathetic. He knows if the Hulk is "the great Dr. Banner" then he can't really be bad. Holding his hand over his face, Bruce asks Spidey why he didn't destroy him while he was the Hulk. "I was lucky you didn't make mincemeat out of me" replies the web-slinger and then asks Bruce why the Avengers want him. Bruce doesn't know and Spidey, hand to chin, wonders why the Avengers sent him after someone who needs help instead of punishment. Then the time for reflection is done. Bruce feels the change coming over him again and pleads with Spidey to run. He also tells Spidey that his "full strength isn't reached for first few minutes" so the wall-crawler decides to risk a punch as soon as the change is complete. With a "thkow!" Spidey's punch staggers the Hulk. With the Hulk on the ground, Spidey webs him up with his thickest webbing... twice! Then he looks in the Hulk's eyes and gets all guilty about it. Deciding that "there's more to this poor, tortured being than meets the eye" and that "I'm not putting myself up as judge and jury" he starts tearing the webbing away. By this time, the Hulk's strength has increased enough so that he easily rips out of the webbing himself. Pushing Spidey aside, the Hulk immediately forgets about him. Don gives us a great panel showing the dazed, tormented Hulk looking down as he walks away with a swirl of fog around him. Behind, Spidey climbs up a wall, thinking, "He needs help not hatred. Understanding, not punishment" and lets the Hulk wander away.

Back at their headquarters, the Avengers are wondering what is taking Spidey so long. The Wasp wishfully suggests that "the Hulk beat him" but Goliath thinks, "Spidey's too smart" for that. Just after Thor suggests waiting another hour and Cap postulates that Spidey failed and doesn't want to face them, the web-slinger shows up, hanging upside down and waving outside a window. The Avengers rush out on the balcony to chat and Spidey, casually tells them, "Looks like you gents'll have to do your Avenging without me! I couldn't even find that big green gloop! So this is your friendly neighborhood Spider-Man signing off!"

The Avengers are a bit stunned by Spidey's reaction and quick departure. Iron Man is amazed that Spidey "took his failure so lightly". Thor thinks, "there is more to this than meets the eye". In spite of her feelings about spiders, the Wasp feels "strangely disappointed". Cap reveals that the Avengers "wanted to find the Hulk in order to help him". (A little late with that one, Cap!) Hawkeye wonders if J. Jonah Jameson isn't right and "Spidey isn't all he's cracked up to be".

Heading home, running along a building's wall, Spidey knows he could have passed the test by taunting the Hulk into following him to Avengers headquarters. But "it would have been like leading a dumb animal to the slaughter". Back in his Peter Parker duds, he walks on a Forest Hills sidewalk and thinks about how much he wanted to be an Avenger "and yet I deliberately fumbled the ball". He decides, "Well, maybe it was just fate's way of saying Spider-Man was cut out to be a loner!" (And too bad that's no longer true, if I may add my opinion.) At home, Peter sits brooding in an armchair. Aunt May wants to know if he feels all right and if he'd like a glass of warm milk. Peter tells her he's fine. Just tired. Not able to let it go, he goes and looks out a window. "Why does nothing seem to work out right for me?" he wonders, "Even when I win, I lose! But, I'll keep telling myself that it all worked out for the best. And, maybe some day, I might even believe it!"

The rest of the issue is filled out with reprints of ASM #11, April 1964 and ASM #12, May 1964 both featuring Dr. Octopus. You know the stories. In the first one, Betty Brant helps her brother Bennett who is a lawyer for mobster Blackie Gaxton. She brings Dr. Octopus to Philadelphia where he springs Blackie from jail. In the fight involving Spidey, Ock, Blackie and his gang, Bennett Brant is shot dead. Betty blames Spider-Man for her brother's death. Blackie is captured but Ock escapes. In the second issue, Ock, now aware that Spider-Man has some sort of affection for Betty, kidnaps her and challenges Spider-Man to rescue her. Spidey has a virus that has weakened him but he goes out to fight Ock anyway and is promply beaten and unmasked. When Ock sees Peter under the mask, he is convinced that Betty's boyfriend masqueraded as Spider-Man to rescue her. Later, after Peter has recovered from his twenty-four bug, he fights Ock as Spider-Man and defeats him. A quick comparison with the originals shows that these are faithful reproductions except for the occasional coloring change. Both nice additions to this issue if you haven't ever read them before. It feels a little bit like padding if you have.

Shall We Dance?

Spidey doesn't meet the Avengers again until Avengers #60, January 1969 when he attends the wedding of Yellowjacket and the Wasp though he does meet Thor before that in Fantastic Four #73, April 1968. He doesn't encounter ol' greenskin until the trial of the Hulk in Incredible Hulk #152-153, June- July 1972 first covering the trial as Peter Parker and then, briefly, battling the Hulk when he temporarily escapes.

That's about it for continuity follow-ups but what do you expect? After all, this is an annual... er... "special".

In General...

Milestones (Landmark events that take place in this story.)

  1. First, last, and only appearance of the pharmacist, Mr. Wilson.
  2. First real meeting between Spider-Man and the Avengers (Not counting Avengers #11, December 1964 )
  3. Second meeting of Spider-Man and the Hulk (After ASM #14, July 1964)
  4. Spidey actually says, "Well, wobble my webs and call me shaky!" AND "Holy Wobblin' Webs!!"
  5. Spidey learns that the Hulk is Dr. Bruce Banner.
  6. Spidey's punch staggers the Hulk.
  7. Spidey calls Hulk a "big green gloop" (but not to his face)

Overall Rating...

So where does this leave us? We've got a 72-page book but all but 21 pages are reprints. It's a great chance to see these two classic Ock stories if you haven't seen them before but we have, right? So essentially we're paying 25 cents for 12 cents worth of new story. And, really, for 17 of its 21 pages, the new story isn't any great shakes, even though you do get some great Stan Lee quips and comebacks. Spidey meets the Avengers, Spidey spars with the Avengers, Spidey is sent to find the Hulk, Spidey spars with the Hulk. So far, so what? But then it gets interesting. Spidey discovers that the Hulk is actually the brilliant scientist Bruce Banner and decides to protect him. He acts casual about blowing off his chance to join the Avengers but his decision tortures him. That's great super-hero soap opera stuff. And Spidey's discovery of Hulk's secret identity is a bit of a landmark. But it's only the last four pages of the story. Is that enough? I'm really on the fence on this one. So much depends on whether you read it when it first came out back before everyone knew that Banner was the Hulk or whether you've read the Ock stories before. I'm going to cop out and give it a middle-of-the-road three webs.

Footnote...

Next: Now Mary Jane? No! More reprints! Ah-hahahahahaha!!!!!!!!!!