Amazing Spider-Man (Vol. 1) #11

Background

Let's say you are Stan Lee or Steve Ditko. You've recently completed ten issues of the Amazing Spider-Man. You started with two stories per issue but quickly moved up to full-length adventures. Now, you're ready to feature the same villain in two consecutive issues for the first time. Which villain do you choose for this honor? Stan and Steve chose Doctor Octopus.

He made his first appearance in ASM #3 (July 1963) and it took everything the wall-crawler had to defeat him. Now he's back.

Story 'Turning Point'

This month's cool Ditko splash page has a tearful Betty Brant pounding her fists on Spider-Man's chest and screaming, "I'll hate you till the day I die!" Spidey does nothing to defend himself. And behind them looms the oversized shadow of Doctor Octopus.

Peter Parker sits in a chair in his bedroom at home. He is still dressed in his entire Spider-Man costume minus the mask and the gloves because he is too forlorn to get up and change. What has brought about this sorry frame of mind? Betty Brant, the girl for whom Peter has "been carrying a king-sized torch", has left town without explanation. (At the end of ASM #10, March 1964.) Peter has tried to forget her but he can't. Instead, he decides he will never stop looking for her. A sudden Special Bulletin on the radio disturbs his introspection. Dr. Octopus has served his time in prison and is due to be released today. (This is news deserving of a special bulletin?) Peter immediately recalls his previous battle with Doc Ock in ASM #3, July 1963. It was a battle he nearly didn't survive. Now, desperate at the thought that he may have to take on Octopus again, the teenager dons his mask and gloves and scales the outside wall of his suburban home, with the intention of doing whatever he can to prevent Otto Octavius from being released.

The Amazing Spider-Man swings over the rooftops until he arrives at Municipal Prison. There he creates a tightrope out of webbing and walks across it, above and out of sight of the revolving searchlight in the prison wall. The Warden is having a fairly quiet evening in his office until he is interrupted by the spider-signal shining on his wall. Spidey enters through a window, perches on the wall, and tells the Warden that Ock "must not be set free". But the Warden does not take kindly to such undemocratic, strong-arm tactics. He angrily tells Spidey that Octavius has "served his time" and "no masked adventurer dictates the law while I'm Warden here!" Then he points at the window and orders Spider-Man out.

Meanwhile, in a cell that has been specially reinforced with cement and steel, Doctor Octopus waits for his release. He is glad that he did not try to escape because he was able to use his prison time to improve his "dexterity with [his] extra arms". And, to prove this, he holds out a pack of cigarettes with one tentacle, pulls a smoke out of the pack with a second tentacle and lights it up with a third. With this kind of ability, he is sure that he will "never be captured again".

In the meantime, Spidey has returned to his home in Forest Hills. In a caption, Stan tells us that "Spider-Man changes to his everyday identity as Peter Parker" but, again, all he has done is remove the mask and the gloves. (How lazy is that? And with Aunt May out of the hospital and hanging around the house and everything!) Realizing that the Warden is right and that "a man can't be kept in jail longer than his sentence", Pete has come up with an alternate plan. Using a magnifying glass and an exacto-knife, Pete tinkers with a device that he has perched on some flypaper sitting on top of a candlestick holder. (Well, that's what it looks like, anyway.) He is whipping up a "little gizmo" that will help him keep tabs on Doc Ock. A close-up shows us that the device is built to look like a live spider but that its abdomen is stuffed full of "transistorized circuits". It sends back a coded message to a "small portable receiver" that Pete holds in his hand. No matter where the spider is, it can transmit its location back to the receiver. Yes, that's right. It is the very first spider-tracer and Pete plans to attach it to Doc Ock... if he can figure out when and how to do it.

Well, what better place than the prison at the time of Otto's release? Just a few short hours later, Doc strolls out of the prison gates wearing a spiffy purple suit, with a porkpie hat and carrying a satchel in one of his tentacles. The guard tells him to keep his nose clean but that's not on Ock's day planner. He marches right out to a yellow sedan that is waiting for him. Spidey, just on the scene and perched in a tree, can see that a woman is driving the car but he can't see her face. Then, Octopus gets in the passenger seat clearing Spidey's line of sight and revealing the driver to be... Betty Brant! Betty takes off so fast (and the web-slinger is so stunned by her presence there) that Spidey cannot keep up. He runs after the car and notices that something that "looks like a road map" has fallen out when Octavius opened the car door. Then the wall-crawler revs up and flings his new spider-tracer. It lands on the roof of the car. Since Spidey had the foresight to coat the device with a "special adhesive", he knows it will stay on the car as long as necessary. (But why didn't it stay stuck to his hand?)

The car leaves Spidey in the dust. It isn't long before Spidey starts to wonder if it really was Betty Brant at the wheel. "Maybe she's on my mind so much that I'm imagining her I see her!" he says. He reaches down and picks up the object that fell out of the car. It turns out to be a map of Philadelphia. He has also noticed that the car had Pennsylvania license plates. Well, what else do you need... a flashing neon sign reading "Philly"? Spidey has a pretty good idea of the destination of the yellow sedan.

And in the Philadelphia Courthouse, two men meet inside a jail cell. One, the prisoner, is Blackie Gaxton, a mobster who, with thick black hair, a black mustache, and heavy black eyebrows, fits his nickname well. The other is his attorney. A young good-looking man with blonde hair named Bennett Brant... the brother of our very own Betty. As the men talk, we learn that Betty has gone to pick up Dr. Octopus at the request of her brother. Bennett has made this request because he is following Blackie's orders. He is following the orders because he has a gambling problem and is deep in debt to Blackie as a result. Blackie reminds him of this by pushing him up against the wall and saying, "You know what my boys do to welchers, don't you, Brant?" The mobster promises to cancel Bennett's debt "as soon as Dr. Octopus springs me from jail". Then he tells his lawyer to "get lost".

As he leaves the jail, Bennett hangs his head in shame. He was "top man in his class at Law School" and has ended up "a spineless flunky, a stooge for the most ruthless mobster in the East". He got involved with Blackie because he "wanted easy money" and has learned, too late, that "it's the hardest money anybody ever earned".

Bennett is no happier when he returns to his apartment and finds Betty together with Dr. Octopus. Ock uses two of his metal arms to grab Betty by the wrists while he surrounds her with the other two. He is in a foul mood because Betty hasn't said a word to him since she picked him up in New York. "You don't think Dr. Octopus is good enough to talk to you, eh?" he says. Betty just wants him to stay away. She has picked him up, as promised, and now just wants to leave. She is relieved to see Bennett show up but her brother turns out to be pretty ineffectual. Ock uses a tentacle to grab Bennett by the label and he slaps him in the face with one of his real hands. He refers to Bennett as "a weakling lawyer who can't make a move without Blackie Gaxton's okay", then orders Bennett into the next room to talk business.

Before Bennett follows Ock into the room, Betty buttonholes her brother to ask if he can now leave and start fresh somewhere else. Bennett tells her that he must stay until Ock has actually broken Blackie out of jail. Betty worries that Bennett will be an accessory to the jail break if he stays around but Bennett hasn't the courage to leave now. "If only I hadn't got you mixed up in all this", he tells his sister. Once Bennett joins Ock in the other room, Betty sits down and cries. She has given all the money she had to help pay Bennett's gambling debts "but it wasn't enough". Now, she has run away from Peter "because I didn't want him to know about Bennett". Betty despairs over what will happen next.

Back in New York, Peter has come up with a line to feed to Aunt May. He tells her that he wants to spend the weekend visiting Philadelphia so he can "see the historical sites". May thinks this is a splendid idea and appears to have no qualms about sending a teenager away for the weekend all alone. (In fact she begs off joining him because "I've got so many things to do here at home!") Somehow, Pete scrapes up enough money to take a jet from New York to Philadelphia. Soon after, Spider-Man is swinging above the streets of the City of Brotherly Love. He hopes to find Betty and Ock and "be back in New York in time for class Monday morning".

He starts by swinging around the city with his portable receiver looped around his neck. After covering half the city, he has not gotten a signal from his tracer but he's brought plenty of web fluid with him and he continues the search. Finally, the signal goes off, so Spidey knows that the car is somewhere nearby.

Having narrowed things down, Spidey changes back into his Peter Parker duds so he can search the neighborhood without attracting attention. That's when he sees Betty Brant ahead of him on the sidewalk. He runs up to join her, declaring, "I've found you at last!" (Hmmm. Doc Ock appearance. Peter goes to another city to try to find his ladylove. This is sounding familiar.) Now, Mary Jane may be a bit tough on Peter when he comes out to LA to see her in the recent books, but Betty is thrilled to see Pete back in this, our featured lookback issue. The two teens hold each other (at arm's length... this is a family publication!) by the shoulders as Betty tells Pete that she was a fool not to have confided in him. "I need you, Peter!" she says now, "I don't know where to turn!"

Betty spills the whole story to Pete, explaining that she had to drive Doc Ock to Philly in order to protect her brother from Blackie Gaxton. Pete tells her that he has some good news. He has learned that Spider-Man is in town to keep tabs on Ock. He assures Betty that her problems will soon be over with Spidey on the case. And then he takes a look at her big smile and decides that "once we're back in New York, I'm gonna tell Betty that I'm Spider-Man!"

Just then, on the other side of town, Doctor Octopus uses his metal arms to cross from one roof to another. He is heading for the jail and he is already making plans to "make myself the king of crime" once he is paid the one hundred thousand dollars promised to him for busting Blackie Gaxton out. In seconds, Otto is outside of Blackie's cell. He uses two tentacles to support himself while he uses the others to rip away the iron bars in the window. Blackie climbs out the window and steps onto two tentacles which support him like a step ladder while Ock gets away, heading toward a payday at Blackie's "getaway ship in the harbor".

Later, Spidey swings over Philadelphia, heading for the Courthouse. He assumes that Doc will try to spring Blackie from there rather than wait until the mob boss is moved to the state penitentiary since "it'll be a much tougher job". But Spidey is already too late. He reaches the roof of the Courthouse just as the alarm is sounded. Two guards are perched on the roof with a spotlight. When they see Spider-Man land, they wonder if he had a hand in Gaxton's escape. The guards shine the spotlight right in Spidey's face. He knows that he must flee or else be arrested for abetting the escape, so he shoots webbing to cover and blot out the spotlight and leaps away in the darkness. Then, as he swings through the city, he realizes that "with Octopus and Blackie on the loose, I'd better get back to Betty" since "she might be in great danger!"

But, once again, our hero is destined to be too late. Three goons have shown up at Bennett's apartment and ordered him and Betty, at gunpoint, to join them at the boss' getaway ship. Bennett realizes he was a fool to ever think Blackie would just let him walk away. "You can say that again, Mouthpiece!" says one thug.

And so, Bennett and Betty are taken down to the docks where they are forced to board a "dingy tramp steamer". One goon informs them that they will wait there "until a launch comes to pick us up" in which they will "skip to some foreign country". Moments after Betty and Bennett board, Blackie and Ock arrive on the scene. Octavius shoves Blackie along ahead of him. He doesn't intend to let Gaxton out of his sight until he gets his money. Blackie assures him that the dough is "aboard this ship".

It isn't long before Spider-Man comes on the scene as well. "Good thing they used the car which had my gizmo on it", he thinks... but who used it and whose car is it? Let's see. Betty used it to pick up Ock in New York but it isn't Betty's car, is it? Is it Bennett's car? Why would they drive Bennett's car to the getaway ship? And if it were Blackie's car, would they let Betty drive it to New York? Well, it's a good thing they use it, anyway, because Spidey is able to trace the signal right to the steamer.

On board, in Betty's presence, Bennett pleads with Blackie to make good on his end of the bargain. In his desperation, Bennett grabs Blackie by the shoulder, saying, "You've got to let us go!" Blackie doesn't think so and he gets so annoyed that he socks Bennett square in the jaw. Betty holds her hands up to her face and screams. Spidey hears the scream and hurries to board the ship but "in his haste to reach Betty's side" he lands on a big coil of rope that is sitting on deck. He skids as he lands and sprains his right ankle. Reaching down to test it, Spidey realizes that he "can't put any weight on it". He is in that vulnerable position when two gunsels show up and order him to his feet. "We're takin' you to the boss!"

The goons bring a limping Spidey into a big room that holds all of our characters. Spidey has his hands up while a thug holds him at gunpoint. Blackie is frightened when he sees Spidey. He thinks the web-slinger is too dangerous to have around. But Doc Ock is thrilled to see his old enemy. "I've been waiting for a chance to have my revenge on him!" he says. In the meantime, though, he also announces that he is taking over the whole gang. "Now that I know the money is on board the ship, I need you no longer", he tells Blackie.

Spidey thinks this is a perfect time to make his move. With his arms still raised, he shoots webbing up to the roof. Dangling from the strands, he spins around and uses his left leg to kick the guns away from two different bad guys. He drops one web strand and uses his free hand to punch a third goon, who obligingly falls into a fourth goon. One of these falling thugs falls into Doctor Octopus. They both go flying out of the room and down a flight of stairs. (Well, actually, Spidey says, "I didn't mean to knock them into you." and Ock says "Clumsy fools!" which implies that both men fall and knock Otto out of the room. But Ditko's drawing only shows one so we'll go with that.) Still dangling from his web and still protecting his ankle, Spidey knocks out two more of Blackie's boys. He leaps down from his perch and goes for Blackie himself. Blackie, meanwhile, gets down on the floor and goes for a stray gun. "Even Spider-Man can be stopped by a bullet!" he yells. Spidey orders Betty and Bennett to "keep under cover" until he can disarm Blackie, but they don't, of course. Spidey leaps on Blackie and the gun goes off in the struggle. Bennett thinks the shots are going wild and decides to become a hero by standing between Betty and the gun. (And we know Bennett has gone all heroic because some strands of his blonde hair suddenly hang down in a spit curl across his forehead giving him that movie star look.) Betty insists that she is all right and that Bennett doesn't need to get in the line of fire. Then she yells at Spidey, begging him to stop struggling with Blackie... but too late. Bennett catches a slug in the gut and tumbles to the floor.

With that, Spidey stops the struggle and looks over at the fallen lawyer. He doesn't understand why Bennett didn't take cover as ordered. But Bennett thinks it may be "better this way" since he was "no good to anyone". He tells Betty (with his dying breath) that now, "you can wash your hands of all this". But Betty doesn't look at it that way. All she knows is that her brother is dead and Spidey's interference may have caused it. Crying, she runs up to Spidey, pounds her fists on his chest, and says, "It's your fault!... I hate you, do you hear? I hate you!!" Then she falls to the floor, wishing that Peter were there to help her. But, she knows, "everything's too late and Bennett is dead because of Spider-Man!!"

For a moment, Spidey stands, frozen in indecision. He wonders how he can ever convince Betty that he is not responsible for her brother's death. Then, he notices Blackie escaping from the room and he knows he must put off the soul-searching until later. "His heart filled with a burning rage", Spidey follows Gaxton, leaping away from gunfire, even as he vows, "There's no place on earth you can run to now!!" Out on the ship's deck, Blackie finally runs out of bullets. (And Spidey knows it because he's been counting the shots.) Blackie helplessly backs up against a big metal pipe as Spidey marches down on him, but is momentarily saved by two of his men who jump on the web-slinger from behind. Spidey is so enraged, however, that nothing is going to stop him... not his sprained ankle, not Blackie's goons. He carries the two thugs along with him, reaches Blackie, lifts him up with one hand, rares back, and gives him a bigtime punch which sends all three opponents flying across the deck.

But let's not forget about Doctor Octopus. He is still down in the hold and when he hears the action on deck, he scatters thugs with his tentacles in his hurry to get in on the action. Elevating himself out of the hold with his metal arms, Ock sees Spidey punching a goon and calls to him, "This is the wrap-up, Spider-Man! The moment I've waited for since you sent me to jail last year!" This is the moment Spidey has dreaded. He remembers that Ock almost beat him when they fought one-on-one. Now the web-slinger is fighting everyone on the ship! One thing he knows for sure. He must keep out of reach of Ock's arms. So, he grabs a rope hanging from a mast and swings over Otto's grasping tentacles. The Doctor manages to grab the rope that Spidey is using anyway, but the webhead is able to use his momentum to leap over and cling to one of the ship's smokestacks.

Spidey leaps down from this perch just in time. Ock is very fast when he propels himself with his tentacles and he is upon the web-slinger in a hurry. Spidey needs a breather. He leaps down to a "walk under the upper deck", a corridor he hopes will be too tight for Octavius to follow. But he doesn't take two things into account. One is that two of Blackie's goons are down there. The other is that his landing will re-injure his ankle. So, one-legged, he knocks out the hoods with quick punches from each hand, reaches the end of the corridor, and flips himself back up to the deck, hoping to catch Ock from behind. Too bad this is exactly what Octopus expected. When Spidey reaches the deck, Otto is waiting for him. He grabs Spidey's left arm with a tentacle. "Now I've got you!!" he declares.

Fortunately for the wall-crawler, there is a rope pulley right next to him. He grabs the rope with his right hand and flings the whole thing at Ock. It acts like a bola, looping around two of Doc's arms, forming a knot that knocks Otto off-balance. ("What a boy scout I'd make!" says Spidey.) Octavius is forced to let go of Spider-Man to keep himself from tumbling. The web-spinner takes advantage of the moment by diving down into a dark hold. Ock tears the rope pulley away from his tentacles and follows.

Spidey runs through the engine rooms but Otto starts to gain on him. He tries to halt Octopus by spraying webbing across an entire hatchway but the metal arms rip it away with ease. Shortly thereafter, Ock catches up to Spidey on a gangway. He stretches his arms on either side of the webster, trapping him. Luckily for our hero, there is a chemical foam fire extinguisher within reach. He grabs it and sprays it in Otto's face, blinding him. But he knows this is just a temporary measure. "I'm not doing Betty or myself any good this way," he thinks. He must find a way to beat Doctor Octopus. In the meantime, he uses the cover of the chemical foam to leap between Ock's arms and make his escape. Next stop: "find Betty and make sure she's all right".

Back in the big stateroom, two hoods decide to grab the hundred grand, which is just sitting in a suitcase waiting for Doctor Octopus, and beat it. At the last second, they decide to take Betty along with them as a hostage. One of them grabs her by the wrist and starts to drag her out the door. But Betty resists. "I don't care if you shoot me" she says, "I won't go with you!! Do you hear me..? I won't!" And she doesn't have to go with them at that because Doctor Octopus enters the room at that moment and knocks out the thugs with a couple of headshots from his tentacles. Of course, that means that Betty will just have to go with Doc Ock instead. This is finally too much for Betty. She faints.

The fainting suits Ock just fine. Now he'll "be able to carry her without her screaming". He grabs the suitcase full of cash with a tentacle just in time for the arrival of the cruiser that was supposed to be picking up Blackie Gaxton. "Only", Doc says, "They'll pick me up instead!!"

Except that Spider-Man chooses that moment to arrive and to jump on Octopus' head. Ock drops Betty and the money as he busies himself with flinging Spidey away. Otto decides to "leave the girl behind" so that he can concentrate on Spider-Man. He reasons that he will have the upper hand if he can get Spidey to follow him onto the arriving launch since "he won't have as much room to maneuver there". (But what happens to the case full of cash? Does Doc forget it and leave it on the deck? It doesn't appear in any more of Ditko's panels.) Spidey, meanwhile, is all too aware that his bad ankle "keeps slowing me down".

The launch pulls up alongside the steamer. Ock uses his arms to swing down to its surface, baiting Spider-Man to follow him "if you dare!" Spidey knows it will be harder for him to dodge the metal arms on the smaller boat but he "can't quit now", so he swings down to join Octavius. Inside the launch, the pilot panics as he watches Spidey meeting Octopus on the roof of the passenger section. He immediately bails out, diving into the river. "I agreed to pick up Blackie Gaxton not to take two battling furies aboard" he says. And so the battle begins aboard a speeding boat with no pilot.

Spidey tries to work his way inside on Otto but he can't get past the tentacles. Ock notices that the web-slinger is beginning to tire and he presses his attack. As they grapple, they are distracted by an approaching Police Launch. The cops are trying to hail them. They have noticed that the boat is out of control and they issue an order to "stand by" while they come "aboard to investigate". (But how can the boat stand by for boarding if it's out of control, hmm?) This warning only increases the urgency of the two battlers. Both decide they must finish their opponent off before the police arrive. But then, the fight is ended for both of them as the pilotless boat rams right into a wooden piling "hurling the two battling super-foes into the sea!"

Spidey is unhurt by the crash. In fact, he thinks it "happened just in the nick of time" since he was slowly wearing down in the battle. He stays underwater until he swims under a nearby dock, avoiding the police in the process. Soon, he is out of the water and perched on the side of a wall on a waterfront building, unseen by the cops. He looks around but sees no sign of Doc Ock. He is certain that Otto has survived and has escaped and he decides this is "just as well" for now. "Next time we meet" he thinks, "I don't want to be held back by a useless ankle".

Down on the docks, the police have things well in hand. With guns drawn, they lead a parade of thugs, hands held high, off to jail. At the head of the line is Blackie Gaxton. Betty is also there, weeping into a handkerchief. One of the policemen assures her that she has been cleared. Blackie has, believe it or not, "admitted you [Betty] were just an innocent pawn in his jailbreak scheme". So, all is well once again... except that Betty's brother has been killed in the action.

Spidey watches all this and then sits on the roof, shoots out some webbing, and wraps it tight around his sprained ankle. This gives him enough stability so that he can walk without a limp. His next step is to change back to Peter Parker. (And look! There are his clothes all neatly folded right next to him on the roof! How did they get there? Didn't Spidey swing in from across town while following his spider-tracer?) He knows the first thing he must do is to comfort Betty. He also knows he "can never tell her that I'm really Spider-Man. If I do, I'm sure to lose her forever."

And so, back in some room with a frilly lamp, a potted bush with red flowers, candlesticks, and fancy orange draperies (is this Bennett's place or are we back in New York at Betty's?) Peter comforts Betty by holding her by the shoulders again. Betty tells him that Bennett was "always so weak" but she loved him. "At least he ended like a man," she says. She turns away from Peter, a tear in her eye, as she tells him that she initially blamed Spider-Man for Bennett's death. She now knows it wasn't Spidey's fault but "still, I never want to see Spider-Man again! I couldn't bear being reminded of Bennett!" Peter says he understands "and I'm sure Spider-Man would too, if he knew".

And so, our hero leaves Betty for the night as he walks down the street of the city carrying the burden of Spider-Man along with him.

In the letters page, Paul Feola of San Antonio, Texas raves about ASM #8 (January 1964). "Wow, what a way to kick off the 1964 season of comics" he says. But Dan Fleming of Ottawa, Kansas, thinks, "In this second story, ("Spider-Man Tackles the Torch") Spider-Man acted a little snobbish and somewhat of a fink". That's just what I thought too, Dan. And finally, Gunter Nautsch of Peterborough, Ontario thinks "that you should write an issue with a Spider-Man Jr. in it". Stan's reply to that: "Holy smoke, fella - at least let Pete get married first!"

I love the way Ditko draws Doctor Octopus. With his glasses obscuring his eyes, his hair in an unruly burr cut, and his face in a perpetual grimace, he is a genuinely frightening sight. His tentacles emerge from his sides as though they are actually a part of his body. They never look like devices. Rather, Ock looks like a strange amalgam of man and machine. No one has ever made Otto look nastier. Ditko's Ock will be back in the very next issue.

Blackie Gaxton gets carted off to jail and is never seen again. (Though he's mentioned in Untold Tales of Spider-Man.)

.

Speaking of "never seen again", Betty's wish that she never see Spider-Man again is doomed to failure. She sees plenty of Spidey again next time.

General Comments

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

1. Second appearance of Doctor Octopus.
2. First spider-tracer.
3. First appearance of Bennett Brant.
4. First appearance of Blackie Gaxton.
5. Death of Bennett Brant.
6. First time Spider-Man sprains his ankle.

The 1969 Marvelmania International Spider-Man Portfolio checklist entry for this story. Warts and all:

Ditko/Lee/Rosen
"Turning Point" - The return of Doc Ock. - Betty's brother, Bennett is killed and she temporarily blames it against Spidey.

Overall Rating

Those were the days! Doc Ock was so tough he even scared Spider-Man. The web-slinger is actually glad that the runaway launch crashes because he is losing the battle. Ock is never really quite as intimidating again. This issue, like ASM #10 before it, features a great multi-page battle in a confined space between Spidey, a super-villain and a horde of ordinary bad guys. Ditko's Spider-Man at its best. Full marks, except for the introduction and same-issue death of Bennett Brant, which is used solely as a device to prevent Pete from revealing his identity to Betty making it feel more like a gimmick than a genuinely tragic moment.

Four and a half webs.

Footnote

Next: Spidey gives the Human Torch a little advice in Strange Tales #119.