Amazing Spider-Man (Vol. 1) #38

Background

In Comic Creators on Spider-Man, Stan Lee says, "I was angry over the way Steve Ditko quit. He left in such a way that I wasn't tempted to call him and ask him why. He just showed up one day and announced that he was quitting. He left his work and walked out. In fact, he didn't even tell me. I think he told Sol Brodsky, who was our production manager at the time."

In Wizard #162, April 2005, John Romita Sr. says, "Ditko would come in with one perspective and one attitude, and Stan would change it. By the time he got to ink it, Ditko saw that it was a different story, and I think he just finally got fed up and told Stan he was leaving. Ditko was never one to worry about how he was going to make a buck. He was just interested in doing what he liked."

In Starlog and Comics Scene Present Spider-Man and Other Comics Heroes, July 2002, Steve Ditko says, "I know why I left Marvel, but no one else in this universe knew or knows why. It may be of mild interest to realize that Stan Lee chose not to know, or hear why, I left."

Almost forty years later, that's where things still stand. All Stan, JR, and others at Marvel at the time can do is guess and Steve Ditko still won't talk. What we do know is that the last Spider-Man work that Ditko dropped off with Sol Brodsky was this story. After 39 issues (counting Amazing Fantasy #15, August 1962) and two annuals, Steve Ditko's significant contributions to and influence over Spider-Man had come to an end... never to return. The question was, "Could the web-slinger survive without him?"

When Steve Ditko dropped off his final story and quit, he apparently didn't leave it with a cover. The one that is used on this issue is actually a combination of images from the story itself. Filling up most of the cover is a shot of Spider-Man leaping and swinging a fist in front of a white background. This figure is taken from page 13 panel 5 of the story. Along the bottom are three panels. The first, showing Spidey eluding a two-fisted blow from a foe in a green and orange costume comes from page 7 panel 6. The second, showing Spidey on a roof, leaping off a chimney to topple a couple of hoods is from page 12, panel 4. The third, showing Spidey from behind as he enters a skirmish between some boxers and his costumed opponent is from page 15 panel 1. These panels are garnished with three words, lettered in a high-velocity action style. In the first panel, "Thrills!", in the second panel "Spills!", in the third panel "Chills!" Most of the cover, however, is just a white background so it has to be filled up with lots of cover copy. To the left of the fighting Spidey figure is a jagged caption box, in which we are told "Here's Spidey at his fighting best!" To Spidey's left (our right), in a yellow rectangle, is the title, "Just a Guy Named Joe". Below the jagged caption on the left is a arrow pointing down to the mystery foe in the first panel. Inside the arrow is the text, "Just wait'll you see the off-beat super-villain starring in this ish! He's the prize pussycat of the year!" Put it all together and you have a pretty powerful cover; made even more impressive when you consider the turmoil that was probably taking place in the Marvel offices after Ditko's departure.

Story 'Just a Guy Named Joe!'

Ditko begins his last Spidey by jumping right into the story without any real splash page at all. His four panels under the umbrella of the tale's title is his first use of multiple panels on the first page since the five panels beginning ASM #33, February 1966. Those panels, however, recapped the last two issues. These panels introduce us to our main character who, this issue, isn't Spider-Man but rather Joe Smith.

We begin with the title, "Just a Guy Named Joe!" which is reminiscent of "A Guy Named Joe", a 1943 film directed by Victor Fleming, the director of "Gone With the Wind" and "The Wizard of Oz". In the film, Spencer Tracy plays Major Pete Sandidge, a World War II bomber pilot who is killed in action but comes back as an angel to help pilot Ted Randall (Van Johnson) through the war even as he assists him in winning Sandidge's former and still devoted girlfriend, played by Irene Dunne. Steven Spielberg remade the film in 1989 as "Always". Is there any connection between that movie and this story? Not that I can see but it may have had some influence on Ditko's thinking.

In any event, the story begins in a neighborhood gym where Joe Smith (called by Stan, "a not-overly-bright habitué") regales everyone with his belief that he will one day be a boxing champ. Joe has red hair and a flat-nose boxer's profile. He is dressed in a blue sweatshirt with a brown cap and he puts up his dukes very impressively as he sizes himself up with a fighter on an old and torn poster but no one takes him seriously. (Actually, it looks like they're all out in an alley if the cat perched on the garbage can is any indication.) In fact all three of the bystanders break out in laughs. "That guy's a real panic!" says one. "Gowan, laugh at me now!" says Joe, "You won't laugh later!"

Inside the gym, Joe approaches Mr. Tomkins, a fight promoter dressed in purple pants, a green tweed jacket and black hat (with a purple hat band) who is smoking a cigar. Joe has been begging Mr. Tomkins for months to be his manager. Tomkins finally gives in. "Okay, kid!" he says, "If you wanna get your head handed to you, that's your business." He promises to book a fight for Joe. "It's the only way I'll get you off my back!"

The fight is booked and Joe is knocked out in the first minute of the first round. Giving up on boxing, Joe tries wrestling. Even though it is fixed, Joe still can't get it right. He slips and ends up falling out of the ring even though, as his opponent says, "You wuzn't supposedta fall outta the ring fer anudder ten minutes!" Joe is summed up by one of the wrestling fans. "Wotta bum!" he says. (And that's finally the end of the splash page.)

On the second page, we learn not only that Mr. Tomkins first name is "Tommy" but that he's still Joe's manager. As Joe works out, lifting a barbell, Tommy puts his hand on his shoulder and tells him that he isn't tough enough to be a fighter, that he doesn't have the killer instinct. Instead of booking him another fight, Tommy has landed him a job as "a costumed extra in a TV fantasy film". Four pugs at the gym listen in to this news. Two fighters (one white, one black) sparring decide to put in their two cents worth. "As a fighter, he's a great actor!" says the white one. "Joe Smith, wotta chump!" says the black one.

Now, you may think that the insults and negative assessments of Joe's character are getting a little gratuitous but we're just getting started. Elsewhere in the gym, other fighters weigh in with their own jabs. "Hey, Slugger!" says one wearing headgear, "When Rock Hudson hears about you becomin' an actor, he'll probably give up!" (Have I mentioned lately that I love these topical references that have become echoes of the past?) A black fighter punching the big bag says, "Smith may become a star! They're always lookin' for another Bela Lugosi!" (This, rather than being a topical reference is a timeless statement what with Lugosi already being long dead at the time of this comic.) Tommy tries to cheer Joe up by telling him that he won't get punchy as an actor. "If ya ask me" says a bare-chested fighter with a towel around his shoulders, "he's punchy already!"

Tommy steers Joe away from the insults but, pressed by Joe, he is forced to admit that the job isn't much. "They just need a big guy to wear some kinda nutty monster costume and look dangerous!" he says. This doesn't do much for Joe's confidence. "Even a nobody like me can do it, huh?" he says.

So, Joe and Tommy head to a movie studio in midtown Manhattan. There Joe puts on a green costume with orange boots, gloves and tunic. He wears an orange mask that completely covers his face. The mask has white eye lenses (a bit like Spidey's mask) so that Joe's eyes aren't seen and has what looks like grillwork in the area of his nose and mouth. Joe feels like a fool and he doesn't have a script but Tommy tells him to just do whatever the director tells him. The director doesn't seem to be the most understanding guy. "Someone get that blamed monster in here!" he bellows, "We've got to wrap this up today!" When Joe enters, the director points to a blue Ditko op art piece with smoke coming out of it, making it look like a brazier from Dr. Strange's sanctum sanctorum. He tells Joe to "walk up to that equipment and smash it", ordering him to "get it right the first time" and reminding him that "You're supposed to be some kind of alien monster out on a rampage. So try to look evil and deadly and all that kinda jazz." As Joe whacks away at it, the director thinks, "He's doing fine! But, why not? Any half-wit could play an easy part like that!" Joe, however, is reflecting on the fact that everything is made of balsa wood so that "a six year old kid could smash this stuff with one hand". He wishes it was real and that he was really as strong as he is pretending. But Joe's hard luck follows him even to this job. A piece of the balsa wood flies up in the air and smashes the lens of an arc light. The light falls "in a puddle of spilled chemicals from the previous scene" (which really should have been cleaned up, no matter what sort of hurry the director was in). The smashed light sends electricity into the chemicals that flow right under Joe's feet (even though the floor is completely dry in the panels in which Joe is smashing the balsa wood) and the whole thing sends a huge jolt of electric/chemical power into Joe's system. Even as the crew rushes to shut off the current, Joe collapses into the chemicals, unconscious. Someone calls for a doctor but then they see that Joe is coming around so the doctor never shows up. (Man, are these guys cheap and sloppy or what? This must really be a low-budget production.) Tommy rushes over and kneels down to help Joe. "I guess you just weren't cut out to be an actor either, kid!" he says. Joe has little yellow sparks floating around his head. He puts his hand up to his forehead and tells Tommy, "I feel like I been kicked by a mule! My head, it's aching to beat the band! I was better off in the ring!" The director could care less about Joe's condition. He thinks he can use the scene just as it played out. "Good work, whatever your name is!" he says. Joe takes the mask off but he still has those little Tinkerbelles floating around his head. He tells Tommy that he doesn't hurt anymore but he still feels "sort of... different". "Well, any change'll be an improvement!" says the sympathetic Tommy, "Just rest up for a while."

Now, we must temporarily take our leave of our hero and look in on some guy named Peter Parker. He shows up at the Daily Bugle just in time to see a redheaded secretary whom he has never seen before throw a handful of papers and quit. "Has old Jameson got another new secretary?" he thinks, "She must be the third this week! And today's only Tuesday!" As she stalks off, the secretary announces, "I won't work for that old skinflint another second! No wonder he can't keep a secretary! A man with a temper like his ought to be in a cage!" This is the first and last we'll see of the redhead who replaced the blonde seen only in ASM #37, June 1966 who replaced the brunette who actually made it into two issues (ASM #34-35, March-April 1966). Peter is only there to ask Jonah why he hasn't sent a check yet for photos bought last month but he decides he'd be better off coming back at a later time. As he tries to slip away, Jameson comes out of his office, shakes his fist and bellows at him, "It's your fault that Betty Brant quit her job here, the best secretary I ever had...I haven't been able to find one good secretary since she walked out of here! They all want coffee breaks, pension funds, profit sharing!" Pete gives him a big smile and a wave and beats it out of there. Now, shaking both fists at Peter, Jonah calls him a "finky kid!" and gets so wrought up he can't even come up with a good threat. ("If Betty Brant doesn't come back, I'll... I'll... aww, get out of here!")

As Peter heads for the exit, he passes by Ned Leeds. This takes him by surprise because he thought that Ned and Betty ran off to California to be married. (We haven't seen Ned since Peter shoved him into JJJ's office door back in ASM #32, January 1966.) Warily, the two men approach each other, point fingers at each other and, simultaneously, ask each other how Betty is doing. Now that they realize that neither of them knows, Ned confesses, (still pointing that finger at Peter) "I asked her to marry me! She wanted to see you before she'd give me an answer! Then, I had to dash to California on business, before I could see her again! Now, I return to find she's gone! I want to know why?" Peter, never sympathetic to Ned, replies, "Then you'd better ask her!" Now Ned lets it all hang out. He grabs Peter by the vest and says, "Don't give me any of your lip, Parker! I never did like you, and I don't like you now! Did you make Betty quit her job... and where is she?" Peter orders Ned to, "Get your hand off my jacket, Romeo!" He tells Ned, "I'm not interested in Betty Brant! If you can find her and marry her, be my guest!" At this point, the two are nearly nose-to-nose and Ned is not ready to back off but JJJ comes out of his office and tells the two of them to break it up. Ned backs off but he still points a finger at Peter and declares, "You haven't heard the last of me, Parker! I'll find Betty, and learn what happened when I was gone!" Peter, flippant as ever, replies, "Okay, put on your little Sherlock cap and start looking!" As he turns to go, Peter, now knowing that Betty didn't elope with Ned, wonders what happened to her. "The poor kid" he thinks, "I hope she's all right!" Even as Peter thinks that, Ned leans both hands on a desktop and says, "How can you be so cold, so uncaring? Does Betty mean nothing to you?" "Aww, shuddup!" Pete replies.

This seems like a perfect place to take a "More Marvel Masterpieces..." break. There are three issues spotlighted this time. First is Fantastic Four #52, July 1966 but, in this case, a blurb is pasted over the issue's cover, reading "Don't miss the Mystery Villain of the Month: The Black Panther! He's a sensation!" Now, it may be that Stan decided to pump up the Panther's introduction by concealing the cover in this ad but there could be another reason. I have seen an alternate Kirby cover for this issue (printed in The Jack Kirby Collector #9, February 1996) and it's possible that Stan had rejected this cover and was still waiting for another cover from Jack when he had to put this ad together. Just a thought. Anyway, the second featured issue is Marvel Tales #3, July 1966 (of which there is a Lookback if you look hard enough) which reprints the Lizard's first (and, at this time, only) appearance from ASM #6, November 1963. The third issue is Marvel Collectors' Item Classics #3, June 1966 which, now that Spidey has been moved from that book, reprints the FF, Iron Man, Dr. Strange, Tales of the Watcher, and the Incredible Hulk. It is perhaps a measure of the popularity of the reprint books of the time that they are given the Master Masterpieces page this issue.

Back to our story. Peter leaves the Bugle offices and heads out to the street. He wonders if he should have told Betty that he is Spider- Man. "Everything might have been different" he thinks but he isn't sure. Feminist that he is, Pete reflects that, "No one can predict a female's reaction!" Then he decides it "might be for the best" if Ned finds her. "What chance would we have for happiness with the secret I must always carry with me?" he thinks. (By the way, Pete's eye color is nowadays officially listed as "hazel" but he has gone from blue-eyed to brown-eyed haphazardly over the years. In this panel, Pete's eyes are definitely blue.)

Now back to the star of the show. Joe Smith has sufficiently recovered so that the director wants him to film "the big fight scene". The director gestures toward five men in space suits. He tells Joe "You're a monstrous alien being and you want to destroy those innocent space explorers." He assures Joe that "they're all well-trained stunt men" and won't hurt him. But Joe still has the Tinkerbelles around his head and he starts to get a feeling "as though they are my enemies!" So, he wades into them and starts punching them so that they go flying all over the place. As he does so, he realizes, "I do hate them! I hate everyone! Everyone always laughed at me! But they won't laugh any more!" The director loves every minute of it and one crew member blurts out, "That guy's great! He's another Lon Chaney!" (Good God! Lon Chaney? This is no doubt Lon Chaney, Jr. Stan has in mind who played the Wolf Man and various other hulking monsters and was still alive at the time. (He died in 1973. Lon Sr. who played the Hunchback of Notre Dame and the Phantom of the Opera died back in 1930.) But it still feels like a dated reference, even for 1966.) Joe keeps punching away, thinking about how he was told he'd never be a great fighter since he didn't have a killer instinct. That seems to have changed. He starts lifting the stunt men and flinging them all over the set. The director starts to realize that Joe isn't acting. "If you ask me" he says, "he's gone berserk!" But when a crew member asks if they should break it up, the director refuses. "This'll be the greatest fight scene I've ever filmed!" he says.

The only trouble is that Joe doesn't stick around. He breaks right through a wall, sending several people on the sidewalk scurrying to safety. The director yells at Joe to come back "Our cameras aren't set up to take pictures in the street!" but Joe doesn't care about that. "All I want to do is strike back at everybody!" he says, "Make them all sorry they laughed at me!" and he lifts a couple of cars (one in each hand) as he says this. This act penetrates even Joe's addled brain and he suddenly wonders how he got the strength to "lift a couple of cars so easily". If Joe comes up with an answer, we aren't privy to it because the scene shifts a little ways down the street where Peter Parker is so lost in thought about Ned Leeds and Betty Brant that he doesn't notice that everyone else on the street is fleeing in the other direction. One bystander even specifically warns Pete to "Watch it, fella! Don't walk in that direction!" but Pete never even hears him. He keeps walking, with his hand to his chin, wondering if Betty is okay but finally comes out of it when he realizes that little chunks of debris are bouncing off the walls and sidewalk all around him. He turns to see Joe destroying things, all covered up in his orange and green monster costume and decides that "it's web-spinning time!"

Quickly Pete gets into his costume, swings down, and spins a huge cone of webbing that he drops right on top of Joe. "It looks like some refugee from a Halloween party running amok!" Spidey thinks; but, really, when you think about many of Spider-Man's previous opponents, Joe's costume is pretty tame. Still dazed and with those Tinkerbelles circling his head, Joe doesn't quite understand what is happening. All he knows is that someone has dropped "some kind of thin, sticky thread" on him so he tears it right off his body. Spidey sees this and knows that "He's more than some nutty, trouble-making clown! Only someone with real super-strength could have broken that webbing!" Leaping down at Joe, Spidey starts quipping. "Look, chum" he says, "We're having a population explosion with costumed characters around here! Why don't you find yourself some other playground?" Joe looks up and recognizes his opponent but is not intimidated in the least. "I'll put you out of action with one punch" he says but the rest of his statement is lost to posterity when Spidey smacks him in the jaw with a hard right-hand. Joe shakes off the punch right away and tells the chatty web-slinger, "The more you talk, the angrier I get! And, the angrier I get, the stronger I get!" (Stealing a line from the Hulk.) Joe retaliates with a right hand of his own that sends the wall-crawler flying. Joe follows up with a left that knocks Spidey onto the hood of a green car but this doesn't shut the web-spinner up. "Look, while we're still on speaking terms" he says, "What's your name? I like to know who it is that's knocking my block off!" When Joe doesn't reply, Spidey says, "Then I'll just have to keep saying, "Hey You!" and "Actually, I've never met a modest costumed scrapper before! Usually they start off by saying, "Nobody can defeat the Purple Pantywaist!" or "You fool! Don't you realize you've no chance against the Human Windshield Wiper!" Boy! You may be a mass of muscles, but when it comes to small talk, forget it!" As he gets all these words out, Spidey evades two fists from Joe that crumble the front of the car. (And this panel is used on the farthest left of the front cover, even keeping the sound effect "Thoom!" though the green car is changed to dark gray on the cover.)

So, still talking ("You must figure if you can't beat a fella by fighting him, you'll bore him to death with your silence!") Spidey punches back with a left but the whole fight confuses him. He's never had a fight like this before. "It's as though he isn't quite with it!" he thinks of his opponent. But as he tries to puzzle it out, he loses track of things and allows Joe to leap up and drop kick him in the chest. Joe picks Spidey up and tosses him over the green car (which doesn't look like it absorbed any damage in this panel) and into the bed of a passing truck, full of scrap. The wall-crawler doesn't feel like Joe is trying to harm him and he still doesn't know whom he's fighting. So, he can't let it go. He's got to learn what is going on.

During the brief time that Spidey is in the truck, Joe puts a hand to his head and feels like his thoughts are clearing a bit. He doesn't know what came over him. It's like "the strange mist is beginning to fade away". Tommy shows up and tells Joe he has to get out of there. "You're in a jam" he tells Joe, "But I'll stand by you! Even though I oughtta have my head examined for it!" As the two run away, Tommy says, "You're a born loser, kid!" Moments later, Spidey comes leaping back onto the scene only to find his opponent gone. "First time I've ever owed a fella some whacks without even knowing what he calls himself" he says.

Elsewhere in town, Harry Osborn, in company with Flash Thompson, drops his dad Norman off. He then asks if he and Flash can "borrow the car for the rest of the evening". When Norman agrees, Flash thinks, "What a great guy Mr. Osborn is!" But once Harry and Flash drive off, Norman turns to face a "gloomy, darkened corner" where he proceeds to put on a disguise. It's not much of a disguise... just a hat, a Van Dyke mustache-beard combo and some glasses with green lenses but it apparently does the job. He goes to a rendezvous with four hoods where he tells them that he wishes to hire them to finish off Spider-Man for him. (Would the Green Goblin bother to do this? I suppose. But clearly Steve was heading for a different subplot with all of this. Something we'll never find out about.) Norman pulls out a big wad of bills as payment but has cut the bills in half "to prevent any double-crossing" He gives one half to the head crook who has a pencil-thin mustache and smokes a cigarette and promises the other half when the job is done. "Alert the entire underworld to the reward I'm offering" he says and the head crook says, "With all that bread waitin' for us, [Spidey] ain't got a chance!" Taking a valise from Norman (does this have more of the money in it? All chopped in half?) the crook asks what Spidey has done to make Norman want him so badly. "That's my business" says Norman, "Just you handle your end of the deal and don't ask too many questions." (Now, in hindsight, we know what Spidey has done to Norman, but again, Ditko apparently had something else in mind.)

In the meantime, Harry and Flash have made it to Empire State University. They see Gwen Stacy and Sally Green and walk over to join them. ("The two charter members of the "Let's Hate Pete Parker" Club" Gwen calls them.) Peter also has shown up on campus. He sees some students holding signs and protesting and he wonders aloud what it's about. "Didn't you hear?" answers a blonde-haired student, "They're protesting tonight's protest meeting!" As Peter tries to slip by, a protester in a blue shirt grabs him by the shoulder and tells him to join the march. "Not me!" Pete replies, "I haven't got time! Besides, I've nothing to protest about!" This gets a red-haired student going. "Nothing to protest about??" he exclaims, "What are you some kinda religious fanatic or somethin'?" The blue-shirted student (his hand still on Pete's shoulder) wonders, "Aren't you interested in saving the world??" and adds, "Anyway, it's an excuse to cut classes!" "And maybe you'll get your picture in Newsweek", says the redhead.

Across the way, Flash and Harry spot Peter with the protesters and sneer at him for it. Gwen sticks up for him by noting that Pete is not actually with them and is, in fact, leaving. Sure enough, Peter is trying to break away. A co-ed with long red hair and sunglasses tells Pete, "If you join our protest meeting, we'll join one of yours some time" with a fellow in a green jacket adding, "And, if you've nothing to protest, don't worry about it! That won't stop us!" But Pete will have none of it which prompts the protesters to call out, "Your cousin likes Lawrence Welk!" and "Gowan back to Squaresville, you rosy-cheeked reactionary!" Pete grits his teeth and decides to leave "before I give them something to protest about!"

(This sequence seems to be a case of Ditko's politics coming out... perhaps the scene John Romita Sr. was referring to in Wizard #162, April 2005 when he said "Ditko's plots... were sort of conservative and hard on beatniks". Stan plays along gamely but it won't be too much longer before Stan (without Steve) sides with the protesters instead. Oh, and I don't have to explain that Lawrence Welk was a band leader with his own television show who became synonymous with square music and lifestyles, do I?)

As Peter walks by, Flash, as usual, takes a verbal jab. "You're even too puny to carry a sign, huh?" he says. Peter, remembering that Flash is "one of Spider-Man's most loyal fans" can't get very mad. When Flash asks if he ever loses his temper, Pete replies, "Sure! But not when a big zero like you tries to goad me!" In response, Flash and the gang just turn and walk away. Harry asks why Flash didn't "take a poke" at Pete. "Well, he's still there! Go on, be my guest!" says Flash but Harry chickens out by saying, "Aww, I'd be afraid of hurting him!" Noting all this, Gwen thinks, "No matter what the others say, there's something so strong, so proud about Peter Parker!" We don't get to find out what Sally Green thinks of it all. She doesn't say a word after Flash and Harry arrive. And to make matters worse, this is her very last appearance.

Back to the real star of this issue. Tommy has brought Joe back to his room. Joe sits on his bed with his head in his hand wondering what came over him. Tommy tells him to rest. Joe lies down on the bed as Tommy speculates that "it had something to do with that arc light hitting the puddle of chemicals" but Joe falls asleep even while Tommy is talking. Tommy looks down at Joe and scratches the back of his neck. "He's really a good egg!" he thinks, "I'd like to help him but I don't even know where to start".

Meanwhile, a group of crooks are meeting in a room that seems to have no furniture except for a big blue... something. Stan calls them "Hoods Incorporated", just for convenience sake, I think, not as an official name. In any event, the group never appears again under that name. Anyway, they are called together by the pencil-thin mustache guy who took the cut-in-half bills from Norman Osborn. Pencil-Thin tells the hoods that "a certain party has offered a reward to the man who finally beats Spider-Man!" The hoods are wary because they know that "Spidey's no pushover!" but when they hear that the reward is "twenty thousand greenies", they get ready to roll. "What are we waitin' for??" says one. Says another, "Let's go!"

Back at the labs of E.S.U., Harry Osborn pokes a thumb at Peter, busy with a smoking test tube and beaker of yellow fluid, and ridicules him. "Look at Parker trying to make like a scientist!" he says, "My old man forgot more about science than he'll ever know!" Pete hears the remark and realizes that he has "read about Osborn's father somewhere" but he can't pin it down. Note how Osborn's influence in science and industry becomes so great in later retcons that it's inconceivable to think that Peter wouldn't be able to place the name. I like this original way better.

After class, Peter heads off his own way. He wants to change into his Spidey duds. "I can't forget Betty Brant, Ned Leeds, that costumed muscle-man I fought before, or Aunt May and my school work", he thinks. Across the way, Gwen walks with Harry and Flash but looks over at Pete as he departs. "I can't help feeling sorry for Pete! I wish they'd all stop riding him!" she thinks.

Now in his Spidey suit, Pete hits the Manhattan skyline, jumping from one building to the next. He doesn't even notice three hoods hanging out on one of the rooftops. Anxious to collect the reward, the hoods decide to jump the web- spinner from behind. "We'll polish 'im off before he knows what hit 'im!" says one, but none of these characters are aware of the webhead's spider-sense which tips him off to their presence. Of course, Spidey spills the beans when he doubles back, springs off a chimney, kicks two of the hoods and declares, "Don't you gents know better than to try a surprise attack on a fella with a built-in spider-sense?" (Stop doing that Spidey! Pretty soon everyone will know!) This panel, by the way (page 12, panel 4) is the one used on the cover where the blurb "Spills!" replaces all of Spidey's dialogue. Spidey then steps up on a wall and clobbers the third hood with a punch that gives us the sound effect "Ftop!" The three hoods are quickly dispatched but Spidey can't help but wonder "what would make three cheap punks decide to jump their friendly neighborhood Spider-Man".

Back in his room, Joe lies on his bed but can't sleep. "My head's goin' around like a top!" he tells Tommy who tells Joe that maybe a shower will make him feel better. Joe stands up, with all those Tinkerbelles circling his head. Tommy tells him they have to go "downtown and figure out what damage you've done". He tells Joe they'd better settle up financially to keep him "outta the clink". This gets Joe all worked up. "I was born a failure and I'll die a failure! I'm just a bum!" he declares. Then he changes his mind and decides he should have been champ. "Joe Smith, Champ! That's the way it oughtta be! But it ain't!" he bellows and, in frustration, punches the wall holding pictures of him in his fighting togs. This puts a big hole in the wall. Tommy examines it and realizes that Joe is "just as strong as you were in the street before". But Joe doesn't hear him. He's back in the mania that went along with his strength. Holding his fists in front of him, he decides that he can still be champ and still get revenge on everyone who said he didn't have a fighter's heart. "I hate 'em all!" he announces, as the Tinkerbelles seem to multiply in front of his eyes. Then he heads for the door declaring, "I'll show 'em who's a chump! I'll show 'em the kinda fighter Joe Smith is!" Tommy grabs his arm and tries to calm him down but Joe, unthinking, tosses Tommy away from him. He exits the room, leaving Tommy sprawled out on the floor.

"In a neighboring area", Spidey is busy fighting "every cheap hood and gunnie in town". This illustration of the web-slinger (page 13, panel five) is the large one used on the cover showing Spidey leaping and throwing a punch in front of the white background. It turns out that he is leaping over some grey crate or box or chimney or vent or something while punching a hood wearing a green suit right in the snoot. He then does a handstand while punching a hood in a brown suit. Then, back on his feet, he takes care of two other goons with a couple of simultaneous punches. As he fights, he asks the hoods why they are bothering to fight him but no one offers an explanation.

"And, at that exact, precise, self-same split-second (not that it would really make any difference if it was a bit earlier or later)" says Stan, Joe Smith shows up at the neighborhood gym. He still has the monster suit on but no mask. He announces himself to all the pugs working out and declares, "I'm gonna wallop the livin' daylights out of the whole mangy pack of ya!" A black fighter lifting a barbell (named Marvin) calls Joe "Canvasback" (as in, "always lying on his back on the canvas after being knocked out") and tells him to get lost. But the other fighters are getting a kick out of Joe's new outfit and they want him to stick around. "He kinda dresses up the joint!" razzes one. "Yeah! He's purty as a picture in his new Sunday-go-to-meetin' duds!" says an obviously brain-rattled pug. "I hope he really is lookin' for a fight! I ain't knocked nobody's block off in weeks!" says another. Joe assures them that he is indeed looking for a fight, which sends three fighters after him at once, all declaring that they want first crack. But Joe lays into them first, sending all three fighters flying. "I've been waitin' for this ever since I can remember!" he says, "I hate all of you punks!"

Just at that moment, Spidey swings by and hears the commotion in the gym. "Sounds like a typical day at the Geneva Peace Convention" he says. (I'm not sure why Spidey would bother to stop when he heard sounds of fighting in a boxing gym. I guess it must have been some ruckus.) He peeks in the window and sees Joe wailing away on the fighters. "Just the one I'm looking for!" he says and wonders, "Doesn't he ever stop fighting?"

The web-slinger joins the action. This moment (page 15, panel 1) is the far right panel on the cover, the one with the word "Chills!" added. It appears that the gym rats have heard about the reward on Spidey as well so when they see him swing in, they forget about Joe and turn on him instead. Spidey can't understand what's going on. "What's with you guys??" he asks, "I come here to help you and you jump on me!" He ducks under the punch of a bruiser in a blue shirt. That punch ends up hitting a boxer in green trunks instead. Then Joe steps in and knocks Spidey backwards with a right-handed punch that gives off a "Bok!" "You're trying to interfere with me again! But I won't let you!" Joe tells the staggered web-slinger. The other fighters decide to try to gang up on the wall-crawler. One boxer smacks Spidey in the jaw at the same time that Joe is tackling him. "Stay with 'im, Joe!" he says, "We'll split the reward with ya!". But Joe isn't interested. "You're all my enemies" he replies. This is the first time that Spidey has heard about a reward and he wonders who is offering it. Getting away from Joe off-panel, the webhead knocks out two more fighters with a head-over-heels double kick. But then Joe steps in again and lands another punch. "The others are easy!" he says to Spidey, "You're the one I've gotta beat! Then I'll be the champ!" This comment confirms what the web-slinger's been thinking all along: "The poor guy hasn't got all his marbles!"

Leaping away from Joe again, Spidey wades into three other boxers, sending them flying. Stan knows when to leave well-enough alone so he tells us, "It's sound effects time again" and (for the most part) allows nine Ditko fight panels to stand on their own. He does add sound effects in each panel, which are far too large and distracting but are better than filling them all up with dialogue. The first panel (the one with Spidey wading into the three boxers) contains Stan's "Sound effects time" caption and the sound effect "Ftak!" Panel two shows Spidey scattering two other boxers, one of who is the black fighter who collides with a punching bag and lets out a "Yagghhh!" The sound effect is "Butoop!" In panel three Joe steps in again and knocks Spidey to the ground with a "Kapowk!" In panel four, three men pile onto Spidey with a "Foom!" The wall-crawler springs up and knocks them all away with a "Szak!" in panel five. Joe returns with another punch ("Bok!") in panel six. Panel seven shows Spidey doing handsprings that scatter four men. It gets two sound effects... "Thwik!" and "Thak!" In panel eight, Spidey punches Joe so hard in the head that there is nothing but a glowing white area where his face should be. The sound effect for that is "Brup!" And in panel nine, Spidey follows up that blow with another that makes a "Klip!" sound. Steve finishes up the sequence by showing a close-up of Spidey's fist with nearly a dozen of the Tinkerbelles floating around. Spidey rears back for another punch but first asks Joe is he's "had enough". Joe realizes that he doesn't see the spots anymore and that he feels "just like I always used to". At that moment, two cops (one white, one black) arrive. They say they received a report of a fight. "Waddaya expect in a gym" asks one fighter, "Maypole dancin'?" The white cop is not amused but before he can start running people in, he spots Joe. "We've been looking for you!" he says, "You're the character who thinks he's a one-man bulldozer!" When Joe, sweating and looking downcast, says he didn't mean to make trouble, the cop replies, "No, neither did King Kong!" Just them Tommy enters and tells the cops that he is Joe's manager. The black cop tells him, "What he needs is a good lawyer" but Tommy has worked everything out. He has talked to the TV people and they have decided to drop all the charges. "Their technical experts said the electrified chemicals which splashed you caused you to run amok! But the effects should be wearing off soon!" says Tommy. (Those technical experts! They know everything!) Presumably the building Joe smashed through belonged to the TV studio so they have every right not to press charges on that but what about all of those cars he trashed? Anyway, the TV guys also looked at the film they took during Joe's rampage and decided that Joe was "sensational". "They wanna enlarge your role, sign you up to a long-term acting contract! The works!" Tommy says. (Now let me see if I've got this straight. The technical experts know that the electrified chemicals caused Joe's rampage. They also know that the effect wears off. Presumably they tell the TV guys. Since the TV guys are not pressing charges, they know that Joe's rampage was accidental. They also know that Joe wasn't acting and that the effect will wear off. And yet they still think they should give Joe a long-term contract as an actor???) Logical or not, Joe is now an actor and Tommy is going along as his manager. Joe gets a tear in his eye just thinking about it. The other fighters crowd around. Now that Joe is a big success, they all congratulate and suck up to him. One cauliflower-eared pug even comes out with what they're probably all thinking. "How's about gettin' us in the movies witcha, Champ?" he says, "Me, I always t'ought I wuz kinda the Cary Grant type!" The white cop answers my previous question about the wrecked cars when he tells Tommy, "Since the TV studio is dropping charges and [Joe's] willing to pay for all other damages, we won't be taking him into custody!" And so ends Joe's story (for a while anyway) with such an unlikely success that he can only smile and say, "I ain't a stumblebum any more! It's like a real miracle!"

Spidey, meanwhile, has made his way to the roof and watches all of this through a skylight. He is happy for Joe and happy he learned who his opponent really is. "Maybe some day I'll be able to get a free pass to see him in a movie!" he thinks, "Although with my luck, they'll give him a nose job, change his name, and I'll never know who he is!"

With that, the wall-crawler leaps down to a nearby alley where he is immediately confronted by at least eight hoods (one of whom wields a log as a weapon) who are anxious to earn the reward. (How they found Spidey, I don't know.) Fed up, the web-slinger strides right up to face them. When one blurts out that the reward is "twenty grand", the webster thinks, "I wish I could claim it myself!" Then he wades into the men, punching through them one by one, even as he thinks about the latest joke life has played on him. "Joe Smith causes all that trouble and winds up a big hero while Spidey, the poor man's Sir Lancelot always manages to wind up in Nowheresville!" Through with all of his attackers, he ends up at the opening of the alley. There is a pile of garbage that includes a discarded store mannequin. When the web-slinger sees the dummy grinning at him, he loses his cool. "Go on, smirk!" he says to the mannequin. "Sit there with a dumb-looking smile on your lifeless pan! The more I look at him, the more he reminds me of Ned Leeds!" (And he does kinda look like Ned, at that.) Spidey punches the dummy and walks away sullenly. "Know why I hate you, Leeds" he asks as he punches, "because you have the right to propose to Betty! The shadow of Spider-Man isn't standing between you!" And even as Spidey leaves, Steve makes sure we see that the dummy has been knocked over but still has its big smile.

Back at the Parker home, Mary Jane Watson has again been waiting for Peter to come home and again is giving up. Aunt May tells MJ that "Peter will be home most any minute now" and MJ replies, "I'd so like to meet him, Mrs. Parker! But, some other time, perhaps!" This is MJ's last appearance before her face is revealed in ASM #42, November 1966. This time the leaves of a tree obscure her head as she stands out in the Parker's front yard but she is wearing some blue full dress outfit that we will never see her wear again. Without Steve, Stan and John not only reveal MJ's face, they change her entire wardrobe and demeanor.

Even as MJ leaves, Peter enters the house through the back door. Aunt May grabs him by the arm and rushes to the front door but all they see is a red convertible driving off. (I don't think MJ is ever shown with a car again either.) Peter doesn't recognize the car and begs Aunt May to reveal who their guest was. But when May tells him it was Mary Jane Watson, Peter is disappointed. He was hoping that it was Betty Brant.

Now that the excitement is over, Peter moseys over to the television. May asks him if he wants a glass of warm milk but he turns it down. "I'll just catch the late news on TV and then go to bed", Pete says. But the news is all about Joe Smith's signing of a "five-year contract with the International Broadcasting Network to star in a new super-hero series! Mr. Smith, a virtual unknown until recently was reported to have fought Spider-Man himself to a standstill!" (It seems a little unlikely that the announcement of Joe's contract would be on the news unless you consider that they air anything having to do with Spider-Man.) Pete can't bear to listen to it. "That takes the cake!" he says as he turns off the television, "Not only will he become a big star now but I'll seem worse than ever!" (Fortunately, Aunt May has left the room so she doesn't overhear this.) As he climbs the stairs to his room, Peter tells May that he's too tired for TV. May is glad. "Some of those news items can give a body nightmares!" she says. And the last panel of Spider-Man that Steve Ditko will ever draw shows Peter from behind as he climbs the stairs. "Not much chance of that in my case" he says, referring to the nightmares, "I only have them when I'm awake!"

Below this final panel, Stan gives us this: "Next Ish! The biggest surprise of the season awaits you! 'Nuff said!" Is the biggest surprise the revelation of the Green Goblin's true identity or the fact that Steve Ditko has left the book? Take your pick.

So far no mention has been made of Ditko's departure but a turn of the page brings us to the Marvel Bullpen Bulletins ("Incredible, Indubitable, Interminable Items to Startle Your Senses and Soothe Your Soul!") and it is the lead feature there. "It's hail and farewell to sturdy Steve Ditko! Spider-Man #38 and Strange Tales #146 (both now on sale) will mark his final appearances in any Marvel mags! (Except for the numerous reprints you'll find in our king- size issues.) Steve recently told us he was leaving, for personal reasons. After all these years, we're sorry to see him go, and we wish the talented guy success with his future endeavors. As for his replacement, all we can say is - since someone else has to draw Spidey, thank Asgard that jazzy Johnny Romita has returned to the fold! Not only has he captured the spirit, the excitement, and the indefinable uniqueness that have made the ol' web-spinner one of literature's most sensational successes, but Johnny has actually managed to add a new dimension - the attribute of sheer artistic glamor which, we predict, will lift Spidey to still greater heights of Marvel magnificence! (And, needless to say, smilin' Stan will continue to turn out the type of stories which no one has yet been able to hold a candle to!) As for Dr. Strange, at the time of this writing, we still haven't chosen a new artist, but we've had a whole kaboodle of volunteers from among our loyal bullpenners, so just wait'n see, pussycat!" So there you have it. The official announcement stating that Steve is leaving "for personal reasons". Those personal reasons being that he couldn't get along professionally with Stan. Already Stan is plugging John Romita and implying (with the "glamor" remark) that JR will be even better than Ditko. And for many people that turns out to be true. But for some of us... we still miss you, Steve!

Two more bulletins worth quoting: 1) "Here's one of our most sensational items yet! By the time your sparkling little eyes can devour these wondrous words, Lancer Books, one of America's top paperback book publishers, will be featuring two of our Marvel-ous characters - in paperback book form! Whatever you do, don't miss 'em! They're on sale now! One book features the Fantastic Four and the other Spider-Man! How about that!" 2) "Have you seen those little "mini- books" on sale in vending machines throughout the country? They're about the size of a postage stamp, and more fun than Dr. Doom on a pogo stick! Anyway, early in April you'll be seeing over TEN MILLION new ones - called MARVEL MINI- BOOKS - featuring Spidey, Thor, Captain America, the Hulk, Sgt. Fury, and Millie the Model! Watch for them - they're millions more pieces of proof that mighty Marvel is taking over the world - and you're in on the coup right along with us!" We will be getting to Lookbacks of both these items very soon.

The 26 M.M.M.S. members this month are: Bill Emrick of Logan, Ohio. John Montague of Baltimore, Maryland. Richard Gawaido of Corapolis, Pennsylvania. Wayne Haymes, Jr. of Conway, Missouri. Chan Druff of Thomasville, Georgia. Richard Bagnoil of Mechanicircle, New York. Ted Rice of Palo Alto, California. John Aricevich of New Haven, Connecticut. Paul Crosby of New York, New York. Michael Chisholm of Homewood, Illinois. Ralph Erickson of Chicago, Illinois. Jerry Hoskowig of Pittsburgh, Pennsylvania. Lester Payne of Roxbury, Massachusetts. James Gragg of Kansas City, Missouri. Curt Huckaby of Salinas, California. Jim Gray of Canal Zone, Panama. (Now there's a dated address!) Joseph Gawor of Chicago, Illinois. Daniel Grillo of Hudson, Massachusetts. Brian Caldwell of Jennings, Louisiana. Chuck Ward of Alexandria, Virginia. Michael Evans of New York, New York. Charles Edwards of Little Rock, Arkansas. Bruce James of Marysville, California. Richard Gerson of Atlanta, Georgia. Leonard Coolidge of Newark, New Jersey. And McBlain Boyle of Phoenix, Arizona.

Stan seems to be having a blast with the text on the house ad. "Last Chance!" is announced in big red letters over the ad for the Spidey pin-up but right underneath it in parentheses it says, "until next issue!" and continues with, "to latch onto one of the greatest, grooviest, ginchiest mail-order gizmos we've ever offered! (Mostly because they're the only ones we've ever offered!)" Also (still) on sale are the stationary kit and the super-hero t- shirts. The right side of the page plugs the Hulk sweat shirt again. Stan says, "We told you we'd have a new ad for this ish! The only thing we forgot to mention was that it would feature the same ol' goodies! And here's the Mighty Marvel masterpiece that's become a nationwide sensation (meaning: Sam Nationwide thinks it's sensational!)" Who says you have to go to Mad magazine to find this kind of quality humor?

In the Spider's Web, all of the letters suddenly just say "Dear Stan" instead of "Dear Stan and Steve". (You don't suppose there was some editorial tinkering there, do you?) (Actually, Girtablilu just pointed out that "Dear Stan" begins in ASM #37, which gives us a good idea of the time lag of production because we can assume that Steve's name got dropped off after he quit. Thanks for pointing this out, Girt!) There really isn't all that much else worth mentioning except that future comic book scripter Cary Burkett (then of Angleton, Texas) gets to put his two cents worth in. "Boy!" Cary writes, "Did you ever flub up in issue #34 of Spider-Man! All that happens is that Spidey and Kraven hit each other a couple of times, and Spidey gets in the last blow, so he wins! Echh! You surely can do better than that... Spidey's sales marks may have reached their peak, but as far as I'm concerned, Spidey's in the worst slump of his whole career. Hurry up and settle this big deal with Betty Brant too. I'm tired of it, and I'm sure I'm not alone." Well, I can't agree with Cary's view of the Betty Brant situation but I definitely agree with his assessment of the conclusion to the Spidey-Kraven fight. Check out my Lookback of ASM #34, March 1966 to see me griping about it.

Finally, we arrive at the yellow "Next Ish" box at the end of the letters. If you're the type to skip over the Bullpen Bulletins, here is where you finally get the news. "The most eagerly-awaited event in a spider's age! The return of the Green Goblin! But, even more than that - the start of a new era in Spiderdom! Don't dare miss this landmark issue which features a new hand at the artistic tiller, as jazzy Johnny Romita takes over the illustrating chores, while our lovable leader, smilin' Stan, prepares to write the greatest yarns of his award-winning career!" In other words, the loss of Steve Ditko allows Stan to take back the plotting of the series. And just in case Steve changes his mind and returns after a few months, Stan is going to get his Goblin story in right away!

The tea leaves:

Now if ever there was a character designed for one appearance, Joe Smith was it. I mean, the guy's story was complete. A poor sap with "loser" written all over him has a fairy tale ending as counterpoint to the hard luck that Spidey consistently endures. What else was there to say? There was no need to bring him back after that. The fact that he has returned now in four different storylines demonstrates that any Marvel character will return if we all wait long enough. (So hang in there Chtylok the Che-K'n Kau fans!) It took fourteen years for Joe to return and he did so in the pages of Captain America #246, June 1980. In order to bring him back, of course, his fairy tale has to be shattered. So we learn that Joe starred in a TV show playing a super-hero called the Crimson Bat. There he met a script girl named Liz and the two were married. But after Joe's show is cancelled he discovers that he can't get any other work since he is now typecast as a super-hero. He and Liz have a son they name Joe Jr. but Junior has a birth defect that leaves him retarded. Liz can't handle this and leaves six months later. Joe raises his son alone only to have Joe Jr. die of convulsions years later. Joe, who apparently regained his powers in a "post-traumatic stress flashback", goes on a rampage against all those whom he blamed for Junior's death only to be stopped by Captain America. This experience leads Joe to a job at the James Coleman Memorial Institute for the Learning Impaired where he dons his costume to try to battle injustice only this time without his powers in ASM Annual #28, 1994. Some of all this is retconned in Webspinners #1-3, January- March 1999, a story that takes place shortly after ASM #38 in which Joe battles Mysterio and meets future wife Betsy Schneider. Joe's most recent appearance was in Spider-Man: The Mysterio Manifesto #1-3, January-March 2001 in which he teamed up with Spider-Man and Daredevil to battle Mad Jack and the Danny Berkhart Mysterio.

If Joe ends up making several more Spidey appearances, Steve Ditko does not. Unwilling to publicly reveal his reasons for leaving even to this day, Ditko remains true to his vow to never do Spider-Man again even after returning in the 90s to do work for Marvel. (Even Steve's co-workers never got a definitive explanation. In Alter Ego #50, July 2005, Roy Thomas says, "I saw Steve only a few weeks after he quit... I said to him, "I'm not spying for Stan, and I won't tell him what you say, but why did you quit?" All I remember from Steve's vague response is a sentence fragment: "Well, you know, when a guy's working against you..." I doubt if he meant Stan was consciously working against him, just that he felt Stan should leave things to him since he was plotting the book." But, like everyone else, it is clear that Roy is guessing.) Since Steve was the plotter for the book, he left us with a number of dangling plot threads. What was Norman Osborn up to and why did he want to eliminate Spider-Man? Since Betty wasn't with Ned, where was she? And just what was Mary Jane Watson going to look like? Stan ended up answering all of these questions in short order but... Stan's answers are not Steve's answers. Steve must have had something in mind for all of this. What it was, we'll never know. Note, however, that Steve has been quoted as saying that he felt that Spider-Man should have always been a hard-luck guy. Look where Steve leaves him at the end of this issue. Friendless, at loggerheads with Ned Leeds, still unaware of Betty's fate, unaware of Gwen's interest, with a price on his head courtesy of Norman Osborn, still missing Mary Jane's visits, and forced to witness Joe Smith's success at his expense. Once Steve leaves, Stan goes about making Peter's life easier in short order. He solves the Norman/Goblin problem, introduces him to MJ, gets him involved with Gwen and making friends with Harry Osborn, gives Pete a motorcycle, and returns Betty Brant to the cast. All of which, I suspect, Ditko would have been opposed to and probably never would have plotted or drawn.

Steve Ditko didn't drop off the face of the Earth after quitting Marvel. He continued his brand of comic super-hero in the 60s, creating such series as the Question and the Creeper as well as doing some very nice work on the Thunder Agents. If you are a lover of Ditko's Spidey, you owe it to yourself to check out his work on these and other ("Hawk and Dove", "Captain Atom") characters. Also essential is Steve's sadly short-lived Shade the Changing Man (June/July 1977-August/September 1978), one of the oddest and most entertaining super-hero series around.

Finally, I don't want to read too much into this but this notion that Joe gets to be a hero while Spidey is a schlub is interesting if you assume Ditko identifies with Spidey and is casting Stan as Joe. Think about it. Here's the plotter and illustrator of the series who feels like he is doing all of the work and he doesn't feel like he is getting the attention he deserves. And here's the dialogist who, from Steve's point of view, blunders through each issue, changing his plots, tearing things apart, only to be given the starring role in the whole enterprise. I have no idea if any of that went through Steve's mind as he created ASM #38 but I can just imagine him fuming over it all as he tells the story of Joe Smith until, by the time he is done, he has reached the point of no return. He storms into Marvel, drops off his work, announces he is quitting and that is that.

By the way, accomplished Marvel Handbook/Index writer Ronald Byrd recently stopped by this review and had this to say:

Happened to re-read your spiderfan review of ASM #38 and this occurred to me this segment:

"Now let me see if I've got this straight. The technical experts know that the electrified chemicals caused Joe's rampage. They also know that the effect wears off. Presumably they tell the TV guys. Since the TV guys are not pressing charges, they know that Joe's rampage was accidental. They also know that Joe wasn't acting and that the effect will wear off. And yet they still think they should give Joe a long-term contract as an actor???"

You've probably thought of this yourself in the interim, but it seems to me that the studio is setting up to cover themselves against what could be numerous lawsuits. They've already got Joe (doubtlessly in "Sure, sure, whatever you guys say!" mode) agreeing to pay for the damage he's caused, which will ultimately absolve them of any liability for said damage (they'll probably just deduct it out of the poor dope's check...) and keep them clean of any consequent insurance rate increases. And when Joe fills out his W-2s or whatever they'll surely get him to sign a form similarly absolving the studio of any culpability in his transformation, long-term effects thereof, or the event that his powers return (which, as we know, they did).

Obviously it's unlikely Stan Lee thought all of that through like that at the time, but that's what makes it all the more remarkable: By just trying to wrap up the story as quickly as possible, he introduced a new thread of typical Marvel realism (not dissimilar to the FF going bankrupt now and then, to name just one example) without even trying! AFAIK it would be over 40 years before anyone (in this case Dan Slott in She-Hulk) thought of actually having a superhuman (Danger Man) sue the people responsible for his transformation.

Stan thought through, without thinking, repercussions that some of today's writers couldn't imagine if they tried really hard. Excelsior! :-)

Thanks for the insights, Ronald! And isn't it about time that some writer gave us the scene where Joe Smith fills out his W-2s?

General Comments

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

1. Last issue by Steve Ditko.
2. First appearance of Joe Smith.
3. First appearance of Tommy Tomkins.
4. First and only appearance of J. Jonah Jameson's redheaded secretary.
5. First student protest shown on ESU campus.
6. Last appearance of Sally Green.
7. Last time Mary Jane Watson appears with face obscured.
8. All letters changed to begin "Dear Stan".

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

Ditko/Lee/Simek
"Just a Guy Named Joe" - An onfish movie extra has an accident which befogs his mind and gives him temporary Super-powers."

"Onfish" equals "oafish?"

Overall Rating

Whether because of resentment, apathy, or just circumstance, Steve Ditko finished his amazing Amazing Spider-Man run on a bit of a low note. ASM #38 has all of the features that make up a great Ditko Spider-Man story: a new opponent in a cool-looking costume, plenty of gangsters and others trying to take down the web-slinger, imaginative fight scenes, intriguing sub-plots involving Ned Leeds' search for Betty and Gwen Stacy's evolving affection for Peter, plus the mysteries of Norman Osborn's actions and Mary Jane Watson's appearance. Cap it off with the Cinderella story of Joe Smith mocking the hard luck of the Amazing Spider-Man and it sounds like a classic. But somehow it all just seems to be going through the motions. Some of that feeling is hindsight since it is frustrating to read Steve's version of Norman Osborn, for instance, or see his Mary Jane Watson driving off in a red convertible and not learn where the story was going. Hell, maybe it's all hindsight, I don't know. But even if it is, I can't give the issue more than two webs. I hate to do it on the last Ditko issue but that's how it is.

Footnote

Next: Spidey and the Green Goblin... both unmasked! (And the Lancer paperback, too.)

But first...Marvel Tales #3.