A banner just below the logo dubs this the "Special Tribute to Teen-agers Issue" and the cover is dominated by a come-on for the Spider-Man/Torch battle, which takes place in the six-page back-up feature... as if Stan and Steve had little faith in their seventeen-page lead. But don't skip ahead to the Torch story just yet. (That Lookback won't appear until next month anyway.) The main adventure has plenty to offer. Where else can you see Peter Parker duking it out with Flash Thompson and Spider-Man taking on the menace of the Living Brain?
|Pencils:||Jack Kirby, Steve Ditko|
|Cover Art:||Steve Ditko|
|Reprinted In:||Giant-Size Super-Villain Team-Up #2|
|Reprinted In:||Marvel Annual (UK) 1974|
|Reprinted In:||Marvel Masterworks #1|
|Reprinted In:||Amazing Spider-Man Omnibus #1|
|Reprinted In:||Pocket Book: Spider-Man Classics (Vol. 2)|
|Reprinted In:||Marvel Tales #145|
|Reprinted In:||Marvel Tales #5|
|Reprinted In:||Marvel Visionaries, Jack Kirby|
|Reprinted In:||Spider-Man Classics #9|
|Reprinted In:||Spider-Man Collectible Series (Newspaper) #16|
|Reprinted In:||Spider-Man Collectible Series (Newspaper) #17|
|Reprinted In:||Spider-Man Collectible Series (Newspaper) #18|
|Reprinted In:||Essential Spider-Man #1|
|Reprinted In:||Spider-Man Pocket Book (UK) #9|
|Reprinted In:||Amazing Spider-Man: Secret Origins|
The splash page gives us a glimpse of things to come, with Spidey leaping onto the back of a rampaging robot; green with glittering gold dials and eyes, rolling on ball-bearing feet, waving ball-bearing hands so frantically that orbits of swirling air appear everywhere. Surely one of Ditko's coolest robot creations.
After that glimpse of the robot in action, the story begins with the robot at rest. It is the Senior Science Class at Midtown High School and Mr. Warren, the science teacher, asks two suspicious-looking workmen to wheel the machine to the center of the room. (What makes the men look suspicious? What makes any Ditko character suspicious? One wears a tweed hat and has a pencil-thin mustache. The other wears a workman's cap with the bill pushed straight up in the air and has a loutish expression on his face.) The robot is so wide it just barely makes it through the doorway. Flash Thompson thinks it is "a creepy-lookin' gizmo" but science whiz Peter Parker counters with "That gizmo happens to be one of the scientific marvels of the age, loudmouth". Never one to take criticism well, Flash shoves Peter in the back of his head jarring Peter's glasses loose. The glasses hit the ground and the lenses shatter. Flash doesn't even bother to apologize. He just tells Pete "it was an accident". "Don't make a federal case out of it," he says. But Peter has had enough of Flash's bullying. He calls Flash a "clumsy meathead" and doesn't back down when Flash starts to threaten him. Liz Allen has to step between the two boys and remind them that they're "still in class". Flash challenges Pete to face him after class. "You've got a little surprise coming!" Pete replies.
Back with his own private thoughts, Pete vows to be "through pretending to be a pantywaist". Oh, and almost as an afterthought, he thinks, "I don't need those specs anyway!" Thus, are his eyeglasses banished from the series, never to return again except in flashbacks. (And we can assume that it was his spider-powers that corrected his eyesight, though, as you can see, it is not specifically stated here.)
Mr. Warren calls the class to order. He introduces the students to Mr. Petty of ICM, "the International Computing Machines Corporation". Mr. Petty is a slight meek-looking man with thinning gray hair and horn-rim glasses. The two sleazy workmen stand alongside Mr. Petty. Just behind Mr. Petty is ICM's "newest electronic computer" which they somehow figured would be even cooler if they designed in the form of a robot and gave it the ability to wander all over hell. Or as Mr. Petty puts it, "We built our computer in the form of a human body in order to dramatize its powers!" He further notes that "It is the greatest mechanical brain ever built" and tells the students that they call it "The Living Brain".
Mr. Petty points out the ball-bearing rollers that serve as the Living Brain's feet and the pincers that extend from the ball-bearings on his arms that serve as his hands. But he emphasizes that the most amazing thing about the robot is its "ability to think" with "more knowledge than any other brain on earth, human or mechanical." Mr. Petty sums up by saying that the Living Brain can "answer any question which is fed to it" and asks Mr. Warren to pick out a student to assist in the procedure. Mr. Warren chooses Peter Parker, of course. (And Flash shoves Pete in the back, calling him "a professional teacher's pet").
Mr. Petty instructs Pete in the operation of the Brain. He complements Pete on how quickly he picks up the instructions. "Thanks, Mister Petty!" Pete replies, "I've read a lot about electronic brains! I've always been real interested in them!" (Now, you have to admit that Flash has a point with this "professional teacher's pet" stuff.) Mr. Warren asks the class to think up a question for the Living Brain. And off to the side the two suspicious workmen are very impressed by the whole scene. "It's smarter than any real person" says lout-face, "It can figure out horse race winners, elections, anything! We could get rich if we owned it!"
The kids try to decide what to ask the Living Brain and no one can think of anything... except for Liz Allen. She pulls out a copy of Now Magazine with Spider-Man on the cover. She wants to ask, "What is Spider-Man's real identity?" All the other students think this is a great idea, except for Peter Parker who breaks out in a sweat. "What if the Brain is smart enough to answer that?" he worries. Mr. Petty seems to think the Brain may actually be able to answer this if he is "fed enough information about Spider-Man" so the class calls out everything they can think of while Peter is forced to enter the info into the Living Brain. (So, really, Pete can stop worrying. First, these are the details he is given: 1. "He's about five feet ten inches tall!" 2. "Weighs about one-hundred sixty pounds!" 3. From Flash: "He's been sighted in the Forest Hills area a lot!" 4. From Liz: "He's the most wonderful, heroic, glamorous man in the whole world!" and 5. "If you ask me, he's neurotic nut!" That should narrow it down to about a couple of thousand guys. And barring that, why doesn't Pete just feed false information into the Brain? Who's going to know? Pete, buddy! For God's sake, stop sweating!)
So, anyway, Pete translates all the facts into mathematical symbols and enters them into the Brain. Mr. Petty tells him to stop being so nervous. After all, the Brain has "a very good chance" of solving the problem. This, of course, is what is making Pete so nervous. He sweats some more as he imagines a ticker tape exiting the machine reading, "Parker is Spider-Man" (as if the Brain would have a clue as to who Peter Parker is). Then he imagines the angry face of J. Jonah Jameson, the gleeful face of the Vulture, and the shocked face of Aunt May upon hearing the news. But, within seconds, the daydreams are interrupted by a signal from the Brain. It has finished its calculations and the ticker tape spills out of the Brain's torso. A terrified Pete pulls the tape out of the machine but he isn't able to read it. The tape is filled with "mathematical code symbols" which is the language the Brain uses. Mr. Warren tells Pete to translate the code overnight which makes Pete sigh with relief. This gives him "time to try to think of something." (So, in other words, the Living Brain is so fast it can answer the hardest problems in seconds... except that someone must translate the answer overnight! I love it!)
On the other side of the room, the two workmen decide to steal the Living Brain so they can make a fortune and skip the country. (Now, you don't suppose either of these two idiots is going to translate code, do you?)
Back at the Brain, Flash Thompson tries to grab the ticker tape out of Peter's hands. Pete puts out his left arm and holds Flash back. Mr. Warren approaches and tells the two teens to "break it up". He tells the boys that he's been watching them for some time. "If you both are such enemies, I suggest you settle your feud once and for all in the gym!" he says. Both Flash and Pete readily agree.
After class, the two enemies hit the gym and get suited up in boxing shorts and boxing gloves. (There is a wonderful Ditko drawing of a bare-chested Pete in boxing gloves with the "half-Spidey mask" look extending down his arm with webs.) The other kids stand around and taunt Pete, telling him he is going to get clobbered. (One of these guys even looks a bit like Harry Osborn but I wouldn't mark it down as a first appearance.) Pete has other worries. He wants to make sure he pulls his punches enough so that Flash Thompson isn't completely flattened. Flash, meanwhile, is surrounded by his usual sycophants who tell him not to end it too soon. Flash promises he will take his time enjoying it. Liz begs him not to be too rough. The gym teacher agrees to referee the fight. He looks over at Peter, friendless, "not one student rooting for him", and wishes that somehow Parker could win the fight. But that's too much of a miracle to even think about, he decides.
So, the young men get into the ring and the fight begins. Pete is so fast that Flash doesn't stand a chance of hitting him but unfortunately his reflexes are so good it just looks like he's constantly staying out of range. "Parker's a coward!" concludes one student after watching Pete's reflexes at work. Even Flash thinks Pete is just avoiding him. "C'mon and fight, Chicken Parker!" he yells which forces Pete to realize that he has to throw a punch. He pulls that punch as much as he can but even with "only the smallest fraction of my power into that blow", he still knocks Flash right out of the ring. The bully lands on top of a handful of the spectators, his head reeling. The kids aren't even sure what just took place. "It happened so fast," says Liz, "it was like a blur to me". Pete stands in the ring, one glove up to the side of his head, shocked. It's exactly what he feared. "Even though I hit him as easy as I could it was still too hard!"
As Flash starts to get up, one of his toadies suggests that he must be "clownin' around". Desperate to save face, Flash agrees with this assessment. "Just trying to have a few laughs before I clobber him!" he says but inside he is shaken. He climbs back into the ring, dukes up, but still wonders exactly what occurred. "It musta just been a lucky punch" he thinks but still can't figure out how he was knocked right through the ropes. "I probably tripped", he concludes and then hangs onto that theory for dear life. "Sure, that must be it! I just tripped over the ropes!"
Upstairs, Tweed Hat and Lout Face have finally found themselves alone wilth he Living Brain. It is time to swipe the machine and get out of Dodge. But they haven't bothered to keep track of Mr. Petty, who enters the room at that moment and demands to know what they are doing. Lout Face responds by socking Petty in the jaw, knocking him out. But his sudden attack startles Tweed Hat, who stumbles back into the Living Brain. His collision with the Brain's control panel causes a short circuit and suddenly the Brain is moving on its own, swinging its clublike arms so swiftly that they are just a blur. (That's the problem with all these thinking machines. One little short circuit and they go on a rampage.) The Brain bears down on the two creeps. There is no way Tweed and Lout can get near the control panel to shut the Brain off, not with those dangerous arms swinging, so they run for their lives. At first, it is as if the Brain is specifically after the two men. It "keeps blocking the exits" as if it doesn't want the men to leave. But then, the Living Brain takes a turn and rolls right into a class-in-progress!
In the gym, the fight goes on. The students yell at Flash to stop kidding around and end it already! Flash plays along but still can't lay a glove on Peter. Pete, meanwhile, has finally figured out how to hit Flash "without splattering him all over the gym". He plans to just flip his wrist instead of swinging with his whole arm. He even warns Flash in advance, telling him, "Here it comes", but, as luck would have it, somebody enters the gym at that moment yelling "Help! The Brain is out of control! Help!" and Flash turns his head to look at the yeller. Pete has already started his blow and can't stop in time. (Though, really, how hard can it be to stop a flick of the wrist?) He is forced to follow through, even though Flash's head is turned. Flash is immediately knocked unconscious (with the sweetest little smile on his face) and the students heckle poor Pete. "Booo! You hit him when his head was turned! It was a foul!" yells a kid in a red tie. "That was a crummy thing to do, Parker!" yells a kid in a purple shirt.
Just then, another student rushes in to tell everyone "the Living Brain is running amok". Pete picks Flash up and carries him to the locker room. ("Just had the wind knocked out of him" Pete concludes. Yeah, Pete! If his wind is in his head!) There he changes into Spidey and goes after the Brain. (Where was that Spidey suit while he was boxing? Didn't the other students wonder why he had a Spidey suit under his clothes when he changed into his boxing trunks?)
So, "exactly thirty seconds later", Spider-Man runs up the banister of a stairway. He assumes that the only way the Brain could go on a rampage is if someone tampered with it but he still doesn't think "an electronic thinking machine" could be that much of a problem. And then he sees it.
In a crowded hallway, a gang of kids runs for their lives as the Living Brain waves its arms and chases after them. Spidey tells the kids to keep running. Then, he leaps up to the ceiling, adheres by his hands, waits for the Brain to pass under him, and jumps on the robot's head. But the Brain, who "can think, in its own fashion", just reaches up with its swirling arms and swats Spidey away. The wall-crawler somersaults in the air and lands on his feet behind the Brain. He realizes he must make sure all the students escape safely before he tackles the Living Brain again.
Spidey gets ahead of the Brain and, clinging to the wall, ushers the students to the exit. With everyone safely out, he is free to concentrate on the Brain. First, he shoots some webbing so that it forms a wall across the hallway. The Brain runs right into it and is stopped cold. But then the robot uses its amazing electronic brain. It grasps the web, testing its strength. In seconds, it completes its analysis. ("I hear his gears moving," says Spidey, "as though he's deciding how much pressure to apply!") Having come up with the answer, the Brain plows right through the webbing as if it was paper.
After viewing this display of the Brain's reasoning powers, Spidey decides he must learn more about this mechanical thinking. He runs behind the Brain, letting the machine hear him, waiting to see the response. The Brain turns at the sound of the footsteps and extends its arms, trying to strike Spidey. The web-slinger dodges the attack but has now put himself in a bit of a pickle. The Brain recognizes him as an enemy and is now chasing after him!
The webster runs for it but the Living Brain is even faster. It zooms past the wall-crawler and out-maneuvers him. Before Spidey knows just what is happening, the Living Brain has trapped him in a corner. Spidey realizes, "He really is the fasting thinking machine on earth!"
The Living Brain moves in for the kill. Spidey knows that he may not be able to outthink the Brain but he can still take him by surprise with an unexpected move. At the last instant, he leaps clear over the robot and bounds down the hall, bouncing from wall to floor. But he also knows that the Brain will remember the move he just made and he won't be able to fool him with it again. So, he tries to vary his leaping as he makes his way down the hall since the Brain will anticipate any repeated action.
When he gets to an intersection of corridors, Spidey comes upon more high schoolers still in the building. They tell him that the exit door is jammed, preventing them from getting out. Spidey goes with them to the metal door and, as one kid puts it, "[pulls] that lock apart like it was paper". The students all escape and Spidey turns around to face the Brain. The problem is the robot is nowhere in sight.
Spidey cautiously makes his way down the corridor. He knows the robot has planned a trap but he doesn't know when it will be sprung. Then, as he passes a classroom, the door flies off its hinges and knocks him to the ground. The Living Brain comes out of the room and rolls onto the fallen door which is now resting on top of Spider-Man. But, the Brain still hasn't exactly gauged the wall-crawler's strength. "It thinks this will stop me", Spidey thinks, as the Brain rolls off the door and down the hall. Spidey knows that his re-appearance will just add more data to the Brain's file on him. "Once it sees me again, it'll realize the extent of my strength and it will fight harder than ever!"
The wall-crawler starts to rise when Tweed Hat and Lout Face, running over the top of the door, knock him down again. They conveniently blurt out that "we caused all the trouble by messing up [the Brain's] controls when we tried to steal it", allowing Spidey to overhear and confirming his belief that the Brain would never go berserk on its own. But the Brain is still the prime menace. Finally, Spider-Man gets up, tosses the door aside, and gets back to his pursuit.
Carefully, he works his way down the hall. Now that he knows that "messing up" the controls caused the problem, he figures he can end it all by getting to the control panel. But even as he rounds a corner, the Brain rushes up and grabs him; each of Spidey's wrists held by one of its pincers. The robot's lightning-fast brain can second-guess anything Spidey tries in order to escape but it must be suffering a short-circuit when it decides that the best way to dispose of the web-slinger is to throw him against the wall. This frees Spidey's hands and allows him to shoot webbing up into the corner of the opposite wall, stopping him from colliding with the wall at which he was thrown. From there, Spidey leaps up and clings to the ceiling, just out of reach of the Brain's whirling arms. But that Living Brain is always thinking! It rolls over and rips another door off its hinges, then swings it like a fly swatter, trying to dislodge the ol' wall-crawler. This forces Spidey off the ceiling and over to one of the walls. The Brain has completely demolished the door he was using and he rolls down the hall with the intention of grabbing another door. Spidey decides he must take action now. Once again dangling from the ceiling, he shoots a web at the back of the Brain and tries to halt the robot's forward motion.
(Actually, let me digress for a moment here to note that, in this sequence, it looks like Stan and Steve had different ideas. The illustrations clearly show the Brain using the door as a swatter, in an attempt to actually whack Spidey when he's on the ceiling. Stan uses the word "swatter" but his text has Spidey commenting that the Brain is "trying to dislodge me by hitting the walls". Later, when the Brain retreats, Steve's illo (on page 14, panel 3) shows the the robot heading right for another door after having shattered the first door. Spidey snags him with the web to keep him from reaching the door. But Stan's text has Spidey saying, "If I hold tight enough, he won't be able to reach the wall to pound any more!")
Whatever the reason for Spidey's plan, it doesn't do any good. The Brain first exerts a tremendous pull, and then starts spinning around so swiftly that it forces Spidey to spin as well. The intense spinning soon knocks Spidey from the ceiling. He falls to the floor, looking defenseless, but the Brain just turns and leaves. ("He feels there's nothing I can do to stop him! I'm not worth bothering about any more!" determines Spidey.) Unfortunately, two students have snuck back into the school to see what's what. The Brain spies them and barrels down on them, with those arms waving menacingly once again.
The two teens see the Brain coming and they run for it. One of them ("Charlie") trips and can't get up. His friend stays to help, putting them both in danger of being clobbered. The Brain is only a few feet away. But then Spider-Man runs up from behind and leaps on the Brain's back before it can get to the students. He leans over the Brain's head, blocking the robot's vision, as he reaches down for the control panel on its chest. With its attention diverted, the Brain rolls right by the two students, heading down the hall so fast that Spidey can't reach the controls. The wall-crawler knows that this is the showdown. "If I fall off, I'm done for! And If I stay on here, I'll soon be a sitting duck for him!" He must reach the controls now, especially since the pre-occupied Brain is heading right for a stairway heading down!
With only seconds to spare before the robot gets to the stairs, Spidey finally reaches the switches on the control panel. In an instant, he figures out which is the "main cut-off switch" and he shuts the Brain down. Unfortunately, those ball-bearing feet are still rolling right toward the stairway. Spidey has maneuvered around so that he is facing the Brain, right side up, but he's stuck; his legs pinned down by the robot's arms. He can free himself given time but he runs out of time. The robot reaches the top of the stairway and it and Spidey go sailing off into the air. Still, the wall-crawler has one final trick up his sleeve. He shoots a webline at the bottom of the stairway one floor above. Clinging to that web, he and the Brain go swinging right through a window in the wall just opposite the top stair off which they flew. The webbing holds even with the extra weight of the robot. They reach the end of the arc, and then swing right back in again, ending up where they started; at the top of the stairs. Now, with the Brain sitting stationary on the landing, Spidey fiddles with the control panel again, getting the robot to lower its arms, thereby freeing himself.
But "at the other end of the hall", a recovered Mr. Petty is calling for help in apprehending Tweed Hat and Lout Face. The two lugs run down the stairs and head to the gym, hoping to lose any pursuit in the locker room. (What a plan. You've gotta love these guys.) Just moments before, in that locker room, Flash Thompson regains consciousness. He gets dressed, all the time trying to come up with an "excuse for not beating puny Parker". One of his shoelaces gets a knot in it, so he bends down, right in front of the locker room door, to fix it. Just then, Tweed Hat and Lout Face come racing in and tumble right over the stooping Flash. And, as Mr. Thompson so eloquently puts it, "They plumb knocked themselves out!"
Flash is still puzzling over this when several students come in and proclaim, "Flash caught both of those guys!" When he is asked how he did it, the modest Flash replies, "You know me! I just up and let 'me have it!" Having changed out of his Spidey duds nearby, Peter overhears Flash's boast and this gives him an idea.
He enters the locker room and tells the kids that he just realized that Flash was the only one who was not around when Spider-Man fought the Brain. "And you knocked these two burly guys out as easy as pie!" he adds. "And you're just about Spider-Man's size!" Then Peter serves up the clincher. "And you tried to get the Brain's answer to Spider-Man's identity away from me!" he says, "It all ties in, doesn't it?" Annoyed, Flash barks out that he is not Spider-Man. But one of the others pipes up and points out that Flash would, of course, deny it even if it were true. From there it takes on a life of its own. Students crowd around and bolster the theory by conjecturing that Flash lost the fight to Pete on purpose to preserve his secret identity. Flash gets so confused, he can't even come out with a complete sentence, which tickles Pete to no end.
And so, a very happy Peter Parker walks home from school, whistling a tune. He figures all he has to do tomorrow is tell the class that he lost the ticker tape with Spider-Man's identity on it "during all the excitement". On top of that, he "managed to wallop" Flash without revealing his secret. "All in all", he decides, "it's been a mighty pleasant day!"
So, did the Living Brain actually come up with Spider-Man's true identity? No mention of it is ever made. But wouldn't you think Pete would be curious? Wouldn't you think he'd translate it just so he could see for himself?
That is the last anyone sees of the Living Brain until Web of Spider-Man #35 (February 1988), twenty-four years later. Once again billed as a "Special Tribute-to-Teen-agers Issue!!" Web #35 is a winning follow-up to ASM #8 complete with an Alex Saviuk-Keith Williams cover that imitates the original (only with Spidey in his black costume and no Human Torch). The story deals with Peter Parker's first day back at Midtown High School as a substitute teacher. There, he meets Steve Petty who is a young science-whiz tormented by bully Jake Dorman, in almost the exact same ways that Pete was tormented by Flash Thompson. Jake even breaks Steve's glasses when he pushes him just as Peter's glasses were broken by Flash. But whereas Pete had his Spider-powers, Steve is an ordinary kid except... he just happens to be the son of our old friend Mr. Petty of ICM (who, we learn, was only a public relations man and is no longer with the company) and he has an old obsolete robot given to the school by his father with which he has been tinkering during off hours. Finally fed up with the bullying, Steve snaps. But unlike Peter, who was mature enough to realize that he couldn't use his powers against an ordinary teen like Flash, Steve has no qualms about using his power against Jake. And so, he animates the robot and the Living Brain roams the grounds of Midtown High School once again. Spider-Man saves the day, of course, but he cannot save Steve, who feels betrayed by Peter Parker and has reached the point of no return. He dons an exo-skeleton suit (in Web #36, March 1988) that overloads and turns him into the creature called Phreak-Out. Embittered, he tracks down Peter's apartment and kidnaps Mary Jane. But things work out well for Steve after his defeat when he learns that Jake Dorman and his girl friend Ronda are on his side in a crisis and deep-down inside consider him to be their friend.
Milestones (Landmark events that take place in this story.)
The 1969 Marvelmania International Spider-Man Portfolio checklist entry for this story. Warts and all:
"The Living Brain" - Parker boxes with Flash Thompson, while a mad robot is on the loose on campus.
Sure, the Living Brain is silly but Ditko makes him look great. The looks on Flash's face when he's first clobbered and later unconscious are worth the price of admission alone. And how about Tweed Hat and Lout Face in their own mini-series?
A solid three and a half webs.
There's a second story in this issue, of course, and you'll find it at Amazing Spider-Man (Vol. 1) #8 (Story 2).