Amazing Spider-Man (Vol. 1) Annual #1 (Story 1)

Background

Here are Stan and Steve pulling out all the stops. "Seventy-two Big Pages." No ads! (Not counting the covers.) A forty-one page lead story bringing back six of the top super-villains Spidey has faced in the last year with cameo appearances by pretty much every other Marvel super-hero (or, at least, the ones who have their own features). Fourteen one-pages galleries of "Spider-Man's most famous foes". Seventeen pages of features and pin-ups, including "How Stan Lee and Steve Ditko Create Spider-Man!" This one is going to take a little while so we might as well start right now.

Story 'The Sinister Six!'

The first of the forty-one pages is another Ditko symbolic splash. The page is divided into three sections reading from top left to bottom right. Aunt May and Betty Brant are in the top left corner, looking distressed and described as "the two people [Spider-Man] loves most in the whole world". In the center section is the line-up of villains... The Sinister Six! They are, from left to right, the Sandman (last seen in ASM #4, September 1963 and Strange Tales #115, December 1963), Kraven the Hunter (the most recent addition to the rogue's gallery introduced in ASM #15, August 1964), Mysterio (also fairly recent, from ASM #13, June 1964), Doctor Octopus (introduced in ASM #3, July 1963 and last seen in ASM #11-12, April-May 1964), Electro (introduced in ASM #9, February 1964 and last seen in Daredevil #2, June 1964), and the Vulture (from ASM #2, May 1963 and ASM #7, December 1963). In the bottom right corner, Peter Parker stands looking stunned, wearing only the bottom half of his costume with the shirt in his left hand and the mask and gloves on the ground. The caption tells us that he "seems to have mysteriously lost his amazing spider powers!!" But in order to find out what's what, we have to begin with Doctor Octopus.

At the State Prison, the authorities have finally figured out how to remove Doctor Octopus' metal arms. They hold them out in front of him as they lock him away in his cell, as if taunting him. "You're just plain Dr. Otto Octavius, Prisoner #4756689" they tell him. But Ock doesn't think so. He has a secret that the authorities don't suspect, namely that he can control his tentacles mentally even from afar. Still, he also knows that his ability to do this fades with distance. "If my artificial arms are sent to another prison" he thinks, "they will be too far for my thought control!" Therefore, he concludes that he must escape right away. Putting his hands up to his temples, he concentrates and visualizes the arms put away in a prison locker. He then sends out a telepathic message of "Return to your master!" Instantly, the tentacles burst out of the locker, smash through a door leading to the cells and climb along the walls and ceiling until they find their way to Ock. They perch outside his cell door, waiting like a loyal pet. From there it is a simple matter for the door to be destroyed, for Ock to don the arms once again and for a prison escape.

The next day, Spider-Man hangs upside-down outside of J. Jonah Jameson's Daily Bugle office window. He shoots some webbing into the room, snagging a paper right out of Jonah's hands. "I love to read your editorials," he tells the publisher, "They're funnier than the comic strips!" "Spider-Man! You insolent buffoon! Haven't the police caught up with you yet??" JJJ bellows, even as he's thinking, "If only that blasted Peter Parker was here to snap some photos of him!!"

Newspaper in hand, Spider-Man creates a sling out of webbing that he hangs from a light fixture that illuminates a billboard. He sits in the sling and reads his free copy of the Bugle. In it, he learns that Doc Ock has escaped from prison. "I sure hope he goes into hiding for the next hundred years of so!" says Spidey. He has no desire to face off against his arch-foe again. The wall-crawler's meditations are swept away, however, when a hurricane-like wind blows him off his sling and scatters the pages of his newspaper. The wind is caused by the Mighty Thor, hurtling by, propelled by his mystic hammer Mjolnir. "He didn't even see me" realizes Spidey as he lands on the light fixture. "He's either on his way to a meeting of the Avengers or he's late for his barber!"

(This is the first meeting between Spidey and Thor... if you want to call it a meeting. And lest you think Stan put this sequence in solely for the fun of it, there's a caption to remind us that "Mighty Thor appears each month in his own magazine, as well as in the Avengers!". It won't be the last time we'll have a caption like that in this story.)

Elsewhere in the city, Electro, Doc Ock and Kraven the Hunter are hanging out together. Electro is getting impatient, whiling away the time by shooting little electric bolts out of his fingers. Ock tells Electro to "be patient". They can't start until everyone has arrived. Just then, the door opens and Mysterio enters. (He rides in on a cloud of smoke... just because he can, I guess.) With Mystie's arrival, Ock announces that they only have to wait for two more. At this, Electro stands and waves a fist in the air. He wants to know why Ock thinks any of them can defeat Spider-Man this time around when they didn't do it before. Kraven tells Electro to "use your head". Since each of them almost beat the web-slinger alone, "working together, how can we fail?" Besides, Ock tells them (as he smokes a cigarette), "I've got a fool-proof plan all worked out" (which requires that the villains all work separately again, ignoring Kraven's advice, instead of attacking together... but I'm getting ahead of myself).

The following day, Peter Parker is walking the streets of Forest Hills when he passes a man who sets off his spider-sense. The man is wearing a hat and has his jacket collar pulled up so that his features are in shadow. Pete decides to investigate but, before he can slip away and become Spidey, Flash Thompson and his entourage approach. Flash tells Pete that he saw him "walkin' home from school with Liz yesterday" and he has had enough of it. As his toadies goad him on, Flash puts up his dukes and tells Pete "it's time you learned a lesson you'll understand". Pete doesn't have time for this nonsense. He tells Flash "the only lesson a meathead like you could teach is a lesson in stupidity". Then he orders Flash to "Get lost".

Flash isn't about to take this kind of grief from Puny Parker. He lunges, throwing a punch with his right. Peter nimbly ducks under it and Flash finds himself unable to stop his swing. A ghost-like figure with a mustache and a long flowing cape stands right behind Peter and Flash is just sure he's going to punch this unsuspecting adult. He tries to warn the man that he can't stop his punch and then it all becomes moot as his punch goes right through the figure. The ghost-like figure is actually the "ectoplasmic spirit form" of Dr. Strange, Master of the Mystic Arts. The spirit form tells Flash to "not be alarmed" and not to worry about hurting him since, "My physical self is safely at home in my study". The members of Flash's entourage all recognize the man. "That was Dr. Strange in the flesh!" says one, "Or... I guess we should say not in the flesh." And, of course, Stan tells us that "Dr. Strange appears each month in Strange Tales." (But he doesn't tell us why Dr. Strange's ectoplasmic form is sometimes visible to people and sometimes not. This time, the teens can not only see him but hear him. And they all seem quite familiar with him, even though Doc has always worked very hard to give his existence a secret.)

While Dr. Strange has distracted Flash and his gang, Peter has managed to slip away and get into his Spider-Man suit. He still has the man who set off his spider-sense in sight. He follows the man until he decides, "the aura of villainy which he exudes is almost too strong to bear" which means, he thinks, that he must "tackle him now!" So, he leaps down from his perch on the wall of a building and lands on the man. Or so he thinks. By the time he reaches the figure, there is nothing there but an empty suit of clothes. Spidey may be confused but the answer to this mystery is solved for the reader in the very next panel. The Sandman appears in the sewer beneath the street. He separated into individual grains of sand when Spidey attacked, slipped through the cracks in the sidewalk and reformed down below. He has no time to tangle with Spidey at the moment. He's already late for the meeting with Dr. Octopus.

Soon after, Spidey makes his way to the sewer tunnels. He hangs upside-down from a web and scans the area. His spider-sense has led him down here but his quarry is nowhere in sight. He decides to give up the chase, still wondering who the strange man was.

By now it is almost dinner time, so Spidey scoops up his street clothes, and web-slings back to Forest Hills. As he nears his house, he notices that the light is on in the attic. He lands on the roof and peers in the attic window. There, he sees Aunt May, looking at a framed photograph and wiping a tear from her eye with a handkerchief. Spidey notices that May has been going through Uncle Ben's trunk... "looking at his old letters and photos"... and he realizes that his Aunt has "never really got over Uncle Ben's death at the hands of that burglar months ago".

Stunned by this realization, Spidey forgets all about being home for supper and "walks aimlessly along the rooftops", apparently going all the way back to Manhattan. He sits on a chimney and thinks back to his Uncle Ben who was "always so good to me... such a real pal". He remembers going to the Natural History Museum with his Aunt and Uncle, then he remembers "that terrible day" when he let a crook run right by him and escape when all he had to do was reach out and grab him. Then he visualizes the same man breaking into his house with a gun in one hand and a bag for his loot in the other hand. Spidey covers his face with his right hand, remembering that the man he could have stopped later killed his Uncle Ben. "Why hadn't I stopped him??" he wonders, "Why? Why?" Still holding his hand over his face, Spidey walks along a building's ledge and tells himself that he can "never undo that tragic mistake... never completely forgive [himself]" no matter what he ends up doing with his powers. Then he takes it a step further. "Sometimes I hate my Spider-Man powers!" he thinks, "Sometimes I wish I were just like any normal teen-ager. If only it had never happened!" And suddenly he gets his wish as something happens that has seemed impossible from the moment Peter Parker gained his spider-powers: he loses his balance, trips, and falls over the edge, heading for the street below. At first, he sinks into denial, so certain is he that he can't possibly trip. He assumes that he "was just too careless" and "wrapped in thought". But then he grabs onto a flagpole to break his fall and "receives another shock". He barely has the strength and agility to hang onto the pole. Grabbing on with both arms, hanging on for dear life, Spidey now knows that "somehow, without warning, I've lost my spider powers!" At first, he experiences a sense of relief. "Now I can never hurt anyone again!" he says, "I'll be able to live a normal life." But meanwhile, how the heck does he get down to the ground?

As he dangles there, the Fantastic Four arrive on the scene in their Fantasti-car. Spidey thinks that they will rescue him but they fly right by. That's because the Human Torch thinks that the "swell-headed Spider-Man" is simply "showing off for the public as usual" and Reed Richards thinks "We'd better not interfere! He's a real lone wolf!" (But we can't let the FF go without Stan telling us, "The Fantastic Four appear each month in their own feature-length magazine!" Thanks, Stan!)

Forced to rescue himself, Spidey shakily makes his way from the end of the flagpole to the ledge from which the flagpole hangs. Hugging the wall, he inches along the ledge, without looking down, until he finds an open window. He takes the back stairs to the ground floor, sneaks out a back door, and slinks home, hiding behind fences and generally avoiding people, so afraid is he that, without his spider-powers, someone will easily trap and unmask him. After an hour of this, he gets home, changes back into his Peter clothes (which he must have left outside the house after peering in at Aunt May in the attic) and enters the kitchen. May is there with a casserole in hand and she is surprised to see Peter looking so pale. She suggests that he lie down. "I'll bring your dinner up to you!" she promises. Peter agrees to this. He takes off his suit coat but not his vest and tie and lies on the bed, looking up at the ceiling, with his hands stuffed behind his head and his pillow. He's been wishing to be a normal teen-ager but, now that it's happened, "What do I do with my life?" he wonders.

Back at Doc Ock's hideout, the Vulture flies in. With the guests all present, Octavius suggests that the meeting come to order. Immediately, the problems of combining six super-villains together present themselves. All the bad guys want to get revenge on Spider-Man but they cannot agree on how it should be done. While Mysterio and the Vulture want to "attack all at once" ("His power is not great enough to defeat all six of us!" says the Vulture.) the Sandman insists that "I can lick him alone next time we meet!" and Kraven declares, "Only by a solo victory will I achieve the revenge I seek!" (Isn't this the same guy who previously said, "working together, how can we fail"? Make up your mind, Kraven!) Doc Ock has thought of all of this and he has a plan that he believes will satisfy all the various opinions. He produces a container which holds six pieces of paper numbered one to six. (Actually, I guess there are five pieces of paper since it doesn't look like Octopus does more than hold out the jar.) Each villain draws a number. That is the order in which they will take on the wall-crawler. In addition, Otto tells his partners that he has "worked out a detailed scheme which will force him to battle us!" And not only that but he has written a location on each piece of paper; locations best suited to the talents of the different members of the group to aid them in their attempt. (Which makes no sense if the cards are selected randomly so maybe we should give Stan a break and assume that the cards that have the locations on them are not the same as the drawn cards with numbers on them... even though it's pretty clearly stated that they are.) Ock tells the others that Spider-Man "will have to fight one after another and each one of us will weaken him a little bit more, so his chances will grow slimmer after each battle." Clearly, since Ock didn't even draw, he plans to go last and reap the fruit from the seeds the others have sown. But, Mysterio speaks for all of them when he says, "If I'm the first, there will be no further battles!"

The next morning at breakfast, Peter Parker just pushes his eggs around the plate, even as he assures his doting Aunt that he's "just not hungry" and that "there's nothing for you to worry about". As Pete puts on his jacket, May tells him that he may have "a touch of virus" and should perhaps stay home. But Peter assures her that he just needs some exercise. So, head down, hands in pockets, Peter slumps along the sidewalk on his way to school. May watches from a window. She knows something is bothering him but can't help if he won't confide in her. "But boys are so reluctant to confide in older people!" she thinks, "If only they'd realize we understand more than they think!" (Almost forty years later, when May finally stumbles on Peter's identity, he learns that May's comment is true!) May sits in a rocking chair and tries to puzzle it out. It can't be a problem at school since "he's the top student in his class". Maybe, she thinks, it has to do with Betty Brant. "I wonder if anything is wrong between them?"

At school, there is one empty desk. Peter Parker has not shown up and all the other kids wonder what's become of him. A smug Flash sits back in his seat and offers his theory. "If you ask me, it's because I scared the pantywaist yesterday! He's probably out transferring to another school by now!" Liz Allan, sitting right behind Flash in the class, can't believe Flash is trying to scare Peter away. "I knew you really didn't want Puny Parker bothering you" Flash tells her, "but you were too soft-hearted to tell him so!" Livid, Liz can only point a finger at Flash and blurt out, "Of all the brainless brash conceited boys I've ever met..."

Back at home, Aunt May has called the school to check up on Peter. She learns that he never showed up. Now she knows something's wrong since Peter has "never played hooky before" and that it must have something to do with Betty Brant.

But Peter hasn't intentionally played hooky. He's just so obsessed with the problem of losing his spider-powers that he has forgotten about everything else. He now finds himself on the docks as he tries to reorder his life. He knows he must give up his job as a crime photographer since he can't get those great shots without being Spider-Man. He also thinks he may work up the nerve to tell Betty about his secret life. "After all" he thinks, "what harm can it do now?" Pete is so absorbed in his thoughts that he, at first, doesn't notice people running in the opposite direction, forming a crowd around Giant-Man and the Wasp who have just trapped some crooks. When he does notice the excitement, Peter runs away. "A few days ago I'd have been right in the center of things!" he knows, "But now, I don't even want to be near any criminals." (And, you got it, Stan tells us, "Giant-Man and the Wasp appear monthly in Tales to Astonish.)

At the Daily Bugle, Betty Brant is leaving the building to get a cup of coffee when she is approached by May Parker. May just wants to have a word with Betty about Peter but, unfortunately, she chooses the moment when the Sandman and Electro have been dispatched to kidnap "that Brant girl". (Dr. Octopus well knows that Spidey has bothered to rescue Betty before,in ASM #11, April 1964, and has, in fact, used her as a hostage to lure Spider-Man out of hiding in ASM #12, May 1964.) Not knowing who the old lady is, the two villains take the easy way out and kidnap both women.

Up in his office, J. Jonah Jameson tries to yell down to his secretary since he "forget to ask [her] for the Frisby File" (though what Betty can do about it from the street, I don't know). He opens his window and leans out just in time to see Betty and "Peter Parker's Aunt" getting into a car that looks like it is being driven by Electro. (But would Jonah even recognize May Parker at this point in time?) He calls out for them to "Wait! Come back! Stop!" but he is too late.

The Sandman arrives at the hideout with the two ladies. As soon as Ock sees them arrive, he tells the Vulture to "get going" on his mission. The Vulture flies out the window even as Ock smoothly tells Betty "Come in! I've been expecting you!" adding, "And who is that charming lady with you?" Betty immediately blurts out, "It's Doctor Octopus" and May is thrilled to hear that the "charming, soft spoken gentleman" is a Doctor. When Betty tells May that appearances are deceiving, the clueless old soul chides Betty for being prejudiced "against the poor man just because he seems to have some trouble with his arms". Ock asks the ladies to sit and make themselves comfortable while "my associates bring you some refreshments".

By this time, Peter has returned home and found his Aunt gone. He gets a call from J. Jonah Jameson and joins the publisher at the Bugle offices. JJJ, smoking and pacing, tells Peter that his Aunt and Betty Brant got into a car with the Sandman and Electro and Peter can hardly believe it. At that moment, the Vulture appears, hovering outside Jameson's window. He has a message for Spider-Man. "The Sinister Six have captured Betty Brant" he says, "If he wants her, he'll have to come and get her." The Vulture tells Jameson to "put a notice in your paper" which tells Spidey to "go to the Stark Electric Plant, Building #4". As the Vulture threatens to hold Jonah accountable if Spidey doesn't show and as Jonah protests "I'll print it in my paper like you ask! But I can't even swear that he knows how to read!" Peter Parker stands aside and looks at his hands in despair. He realizes that six of his old enemies have gotten together and that they know he is willing to fight for Betty. But he has lost his Spider-powers and doesn't know how he can possibly save her.

Once the Vulture leaves, JJJ decides to get a jump on things. His next edition won't be out for hours. Maybe, in the meantime, he can find Spider-Man by contacting other super-heroes. After all, "they probably all belong to the same club!" He picks up the phone and orders the operator to "get me the Fantastic Four!" (And meanwhile, Peter, with his hand pressed to his forehead with worry imagines the shock that his poor frail old Aunt must be experiencing at the hands of these sinister villains and know he's got to do something... "But what?") At the Baxter Building, Mister Fantastic picks up the phone and tells Jonah Jameson that he hasn't seen Spider-Man since yesterday. The Thing recommends checking with the Avengers since "those cornballs are always keepin' tabs on everybody!" So, Reed Richards uses a nifty two-way television to speak to Captain America at Avengers Mansion. Cap tells Reed that he's "never even met Spider-Man" and that none of the other Avengers are available. (And Stan tells us that, "Captain America appears each month in The Avengers.) Next, the Human Torch writes a flaming message in the sky for the wall-crawler. Spidey doesn't see it but the X-Men do. The Angel points it out to Marvel Girl, the Beast, Iceman, and Cyclops but Professor X tells them all to "Ignore it! It does not concern us! Continue with your training program!" (And Stan tells us, "The X-Men appear bi-monthly in their own feature-length magazine." Hey, didn't I say something about there being "no ads" in this issue? I think I may have changed my mind.)

Back at home, Peter lays his Spidey suit out on his bed. He knows that he doesn't stand a chance against just one of his old foes without his spider-powers, let alone six of them. But he also knows he can't leave Betty and May in the hands of these villains. So, spider-powers or no spider-powers, Peter puts on the suit. "If this is to be my finish" he says, "At least I'll face it like a man!"

And so, Spidey arrives at Stark Electric Plant, Building #4 by crawling under a fence and walking along the ground floor amongst the dynamos. Electro stands up on the catwalk, surrounded by great gouts of electricity. The villain holds a note card in his hand. He tells Spidey that the card "tells you where to go as the next step of your trail to rescue Betty Brant! But," he adds, "You'll have to defeat me to get it!" (It's like a treasure hunt! Only it can kill you!) Having laid down the ground rules, Electro points out that he has "selected a battle site perfectly suited for my electric powers", as if we couldn't tell. Then he begins the fight by firing off a big bolt of lightning that sends chunks of rock flying up from the floor. Spidey knows that he can't possibly dodge the bolt without his powers. Terrified, he cries out, "No! No! Don't... stop!!" and leaps... only to find himself still alive. He lies on the floor for a moment stunned to discover that he is alive. There's only one way he could have dodged that lightning bolt, he realizes, and that is if his spider-powers have returned. His spider-sense sends big black Ditko-bolts around him as he crouches in a heroic stance. "I'm still Spider-Man!" he tells himself and then goes into action as only Spidey can.

As Electro throws more bolts, Spider-Man leaps to a blue metal wall and jumps across to a purple metal wall. He bounces off a brown platform then springs up to a railing, dodging yet another electric burst. Electro's ensuing bolt burns some blue metal block, which Spider-Man has heaved at him, right in two. Then Electro stands on a high narrow perch between two electrode towers and recharges himself... "Increasing my power with each passing second!!"

More thrown bolts create more flying rubble as Spider-Man continues to dodge. He is impressed with the level of Electro's power but "since I've got my Spider powers back", he realizes, "nothing can scare me". Flipping himself upside down behind a pillar (which Electro is shattering with a lightning bolt), Spidey comes up with a plan. First, he must "hide from him for a sec". He goes to a couple of spools of electric wire and ties the end of one to his ankle. Now he is grounded, which allows him to be hit by an electric bolt without being torched. Then he stands on a stone balcony (this has to be the most Art Deco electric plant ever built) and shoots his webbing all the way across to a large blue lever. This is the "main power switch". When he tugs on his webbing, Spidey turns all the power off, which he hopes will weaken Electro. Finally, he scales a high flat pillar right next to Electro's electrode perch. When the villain sees the wall-crawler, he attacks him with his strongest lightning bolt. Spidey leaps down at Electro and takes the bolt head-on but because he is grounded, he is able to use his spider-strength to fend off the energy as it travels right through him and into the wire. Which leads us to the first of six great Ditko full-page illustrations. This one shows Spidey surrounded by bolts and sparks of electricity and fending it all off as he punches Electro in the jaw with a great "Whop!"

The single punch does the trick. Electro is unconscious and all the electricity has fled, leaving behind smoke, which wafts up from his and Spidey's bodies. The web-slinger takes the note card from Electro. He plans to leave the bad guy for the police. First, though, he hears a sound "like iron clanging along" and comes face-to-face with the Invincible Iron Man. Spidey remembers that Iron Man is Tony Stark's bodyguard (unbeknownst to Spidey, Iron Man is Tony Stark... period) so it makes sense to see him exploring a "ruckus" that took place in Tony Stark's electrical plant. Spidey tells Iron Man about Electro and web-swings away. (Stan tells us that "Tony Stark's iron-clad alter-ego appears monthly in Iron Man!")

Back at the Bugle, J. Jonah Jameson is again on the phone to the FF, looking for Spider-Man. He is worried that the Sinister Six will do a number on him if Spidey isn't found. The Invisible Girl tells him to call the police. (The Thing calls out, "Tell that nut to hang up! This ain't the Missing Persons Bureau!") After hanging up, Jonah tells his employees that he is awaiting a visitor in his office and doesn't want to be disturbed. "And I better not find out you're goofing off while I'm in there, understand?" he adds.

In the meantime, Spider-Man has followed the instructions on the note card and arrives at a wooded area just "across the bay from the World's Fair". (And there's the Unisphere behind him, which is the only thing still left from that 1964 event.) He stands in a clearing, wondering what he'll find. Then a whistle sounds and a leopard steps up on a rock to his right. A second leopard appears out of the brush to his left. He knows these animals can only mean that his next opponent is Kraven the Hunter. And, sure enough, Kraven appears next to the leopard that just exited the woods. Then, he must teleport or something because, in the next panel, he's all the over on the other side. The leopards and Kraven circle the wall-crawler and rush him from three different directions at once. Spidey knows his only chance is to stop all three of them simultaneously. So, in our second Ditko full-page action scene, Spidey leaps sideways in the air. He pushes down on the head of one attacking leopard with his right hand, effectively shoving the animal into the ground, while using his left hand to shove the other leaping leopard in the chest, keeping his jaws and claws at bay. He also kicks his legs out in such a way that Kraven's powerful punch connects with nothing but air.

Immediately, the fearless Hunter decides he's outclassed and must escape while he can. Spidey holds off the two leopards by shooting webbing in their faces, taking all the fight out of them. Then, he leaps after the fleeing Kraven, jumping right in the jungle man's path. After all, the Hunter has the note card in his possession that will tell Spidey what his next destination is. There it is, tucked right into the front of Kraven's pants. Spidey does a backflip and deftly plucks the card right out of Kraven's belt. "Hope you're not ticklish", he says to his enemy.

Now that he has what he came for, Spidey sees no need to continue the fight, so he turns and runs away. And now that Spidey is the one who is fleeing, Kraven suddenly gets brave again and orders his leopards to attack. ("You never give up, do you??" says Spidey, "I'll bet you're still wearin' a Vote-For-Dewey button!") But it's far too late. The amazing one takes to his webs and leaves the scene. As he departs, he gets one last dig in, telling Kraven, "Why don't you see a good barber?"

As he makes his way through the city, Spidey feels "like a million bucks". He now understands that he never really lost his spider-powers at all. Rather, "it was all psychosomatic, brought on by a deep-rooted feeling of guilt due to Uncle Ben's death". But he hasn't any more time to think about that. As he descends toward a roof, he finds his landing site engulfed by a circle of flame. No big deal. He just uses his amazing abilities to do a "flip-over" in mid-air and land well outside the fiery circle. Before he can continue his travels, Spidey is accosted by the source of the flame... the Human Torch.

Torchy tells the web-slinger that he wants to talk but Spidey is not interested. "Beat it, loudmouth" he tells the Torch, "I'm busy", then he shoots his webbing at the flaming teen-ager, adding, "Can't you take a hint, you flaming freak! I haven't time to give out autographs today... now get lost!" (And Stan takes the opportunity to tell us that, "The Human Torch appears monthly in Strange Tales!") The Torch counters by trying to drop a "flame blanket" over the webhead but Spidey just makes a couple of web screens and protects himself from the fire. More hijinks follow, with Spidey leaping through a flame hoop and ending up on top of a water tower. He finally agrees to listen to what the Torch has to say but warns him, "If it's a trick, I'll rip open this water tank and turn you into a pile of soggy ashes". But it's no trick. The Torch has just heard through the grapevine that Spidey is in a fight "against impossible odds" and is offering to help out. Hearing this, Spidey apologizes for acting like a jerk but he also turns down the assistance since "this fight of mine is pretty personal". "Okay, guy, if that's how you want it!" says Torchy, "Rots of ruck!" He hovers in the air and watches Spider-Man web-swing away.

Back at the hideout, Doc Ock somehow learns (via his fancy-looking machines that require him to tug little switches with all of his metal arms simultaneously) that the first two villains have failed. He knows that the rest must "be even more careful from now on". But now, he has more important things to do. He must go out to the sitting room and serve some coffee and Danish pastry to Betty and Aunt May! (He enters the room with a tray in his right human hand but is already offering pastry and pouring coffee across the room by using two extended metal arms. Aunt May is thoroughly impressed. "It's a pleasure to meet someone with such good manners nowadays!" she says.)

Back on the scavenger hunt, Spidey arrives at his third destination, which is never identified but appears to be a big empty warehouse without any glass in the windows. The wall-crawler swings right in and finds the Beast, the Angel and Cyclops of the X-Men waiting for him. At first, he thinks he has come to the wrong address but he gets suspicious when the three X-Men attack without giving him a chance to explain. So, he chooses to fight instead. The Beast is the first X-Man to reach him. Spidey leaps up to dodge Cyclops' optic blast and puts a big punch on the back of the Beast's head. The Beast immediately breaks up into a dozen pieces. He turns out to be a robot (and not only that but he's a chintzy robot!) Now that Spidey knows that these are not the real X-Men (Which we already knew, right? Seeing as Stan already gave us the "The X-Men appear..." bit about ten pages ago.) he doesn't hold back. He punches the Angel into a few pieces even as he notices that, "whoever created them made them almost as dangerous as the originals". (Yeah, except they fall apart with one punch! But we can't blame Spidey for not knowing better, I guess. He hasn't even met the real X-Men yet.) Now it is down to the web-slinger and the phony Cyclops. It may not be real, but Cyclops' optic beam keeps the webster hopping. Finally, Spidey snags the robot's feet with some webbing and tugs so that the faux Cyclops ends up flat on his back. (And probably breaks into a dozen pieces.) With the robots junked, Spidey scans the empty room. His spider-sense tells him that one part of the metal wall is not metal at all but just a projected illusion to camouflage another room. He dives in and finds Mysterio in a control booth behind a big picture window. (The window to the warehouse has no glass but the window to Mysterio's control booth sure does.) Spidey smashes right through the glass and punches Mysterio right in his fishbowl head. (And, yes, that's the third of the great Ditko full-pagers.) At the same time, Spidey grabs Mysterio's note card (though I haven't a clue from where he got it) but this maneuver distracts him enough so that Mystie strikes back with a punch of his own. He also releases his smoke screen and it quickly fills up the booth, obscuring Spidey's vision. Unfortunately, Mysterio has forgotten that Spidey can find anyone using his spider-sense even if he can't see them. (Except didn't the original Mysterio mist wipe out Spidey's spider-sense back in ASM #13?) Actually, I think it's the close quarters more than anything else that help Spidey's cause in this situation. He just throws a couple of punches into the mist and connects, knocking out the master of illusion.

Peering out of the smoke, Spidey tries to find the dropped note card. He is shocked to discover that the card "fell onto a smoldering section of the floor, ignited by the Cyclops' robot power beam". (And, yes, there it is, with flames coming up from it except the battle with the X-Men robots took place in the other room! Did the note card catch a breeze and waft over there?) Spidey knows the card "may wither into ashes" if he tries to pick it up. He must try something else. He releases a big blob of web fluid over the card which puts out the flames. Then he peels the web fluid away from the paper, hoping that "the imprint of the writing may somehow have been transferred onto [the] webbing". (I don't see how this can possibly work... I mean, Doc Ock just wrote on the cards, right? He didn't engrave them... but, hey, whatever you say, Spidey!) Then using both his powers of concentration and his spider-sense, the wall-crawler manages to read the next address before the writing fades entirely away.

Back at the Daily Bugle, J. Jonah Jameson paces in his office, wondering if Spider-Man ever actually got his message. Desperate to know, JJ notices a spider hanging from a web outside his window. "If Ant-Man can talk to ants" he reasons, then shouldn't Spider-Man be able to talk to spiders? He figures it's worth a try. Going to the window, he asks the spider, "Who are you? Did Spider-Man send you? Don't just hang there... Give me the message!" Two reporters peek into Jonah's office and wonder if he's going nuts. JJ doesn't even notice them. He's too busy telling the spider, "C'mon! I haven't got all day! Where's Spider-Man?"

By this time, Spidey has arrived at his destination, which he discovers is "nothing more than a walled-in court". (So, what, exactly was the address on the card, then?) It is paved with flagstones and is surrounded by walls on three sides. The fourth side borders on grass. Spidey lands on the flagstones and sees the next note card. It is attached to a stick at the far end of the court. No one else is around... just a coating of sand between the card and the wall-crawler. Spidey, thinking that the villain who was originally here "got cold feet", marches right up to the card. Suddenly, a form rises up out of the sand and a man with a green shirt and brown ribbed hair blocks his way. It is the Sandman and he is thrilled that this moment has finally come. "I've waited a long time," he declares, for this rematch. Too bad for him that it doesn't last long. The Sandman tells the web-slinger that he must "get past me" in order to get the card. Spider-Man doesn't hesitate. He wades right into the villain (and right into our fourth full-page illustration) before the Sandman can prepare himself. Spidey thanks the Sandman for being "such a showoff" who "had to take form in front of my eyes to make a dramatic appearance". If Sandy had remained in his sand form, the web-slinger wouldn't be able to touch him. But as it is, the villain has made himself vulnerable to a left-handed punch full of spider-strength! Then Spidey pushes right through the dazed Sandman and snags the card. Unfortunately for the web-spinner, the Sandman has more up his sleeve than this. Once the card is grabbed, it triggers a mechanism that causes iron panels to rise up. In seconds, the webster is trapped inside "an escape-proof iron cell" along with the Sandman.

The Sandman goes heavy on the gloating. He tells the webhead that he "purposely allowed you to get the note, to let you think you'd won". He did this to get the wall-crawler in close quarters. Now he starts pounding away with his hands shaped like pile drivers. Spidey keeps ducking but, in such a tight space, the blows keep coming perilously close. It seems only a matter of time before the Sandman connects. But then, the Sandman starts to falter. He goes down to one knee, then down to his arms. His bottom half turns back into sand. Why? Because he made his trap too airtight and he has run out of oxygen. While the web-spinner's spider-powers allows him to hold his breath longer, the Sandman breathes like any normal man. (Except I don't think the Sandman breathes at all! Is he breathing when he's separated into sand particles? He sure didn't suffocate when he was trapped in that vacuum cleaner back in ASM #4.) With the Sandman down for the count, Spidey has an easy time prying the door open and continuing on his quest.

Back at the Bugle, JJ has finally figured out "that spiders can't or won't talk" so, hoping no one saw him engaging in that one-sided conversation, he leaves his office and goes out in the city room. There are copies of his competitors' newspaper all over the desks. When he asks why the papers are there, a bow-tied worker tells him, "It's the only way we could learn what's happening with Spider-Man!" and that every paper but the Bugle has been printing extras about it. Jonah is so shocked that the cigar falls out of his mouth. "Why" he wants to know, "didn't we print an extra, too?" The worker tells him that they couldn't print an extra without the publisher's okay and that JJ had told them all that he didn't want to be disturbed. Throwing the rival papers in the air and smacking himself in the head, Jameson gives in to his despair. "Everybody in town has scooped me," he cries, "on my own story!"

At the hideout, Doc Ock checks out his machines. He is surprised that Spidey has managed to make it through four big-time villains. Only the Vulture remains between the wall-crawler and the hideout. Ock decides he'd "better make some new plans". Out in the sitting room, a scared Betty apologizes to May for getting her involved in all this. Peter's dear old oblivious Aunt doesn't bat an eye as she drinks her coffee. Her only concern is that her "nervous and high-strung" nephew not get too worried about her.

The latest note card has taken Spider-Man to either a covered-over chimneystack or the top of a very skinny building. The Vulture awaits him, hovering in the air. Vultchy tells Spidey that he must do as he says if he ever hopes to save Betty Brant. He orders the wall-crawler to remove his web-shooters since they were the cause of his previous defeat. If Spidey doesn't agree, the Vulture will "simply fly off". Spidey has no choice. He removes the web-cartridges from his shooters, depriving him of his web. As soon as he does this, the Vulture attacks. First the old bird squirts "some specially prepared oil" at Spidey's feet, then he beats his wings together so fast, he creates a high wind. The oil takes away Spider-Man's clinging ability and he slides right off the ledge. But he still has hands that can stick to any surface. As he falls, he grasps onto the side of the chimney and clings to it. The Vulture follows up his attack by taking a rope with a loop on the end (which has come out of nowhere) and lassoing Spider-Man's left foot. It doesn't seem to occur to the Vulture that it does no good to get rid of Spidey's webs if you're just going to provide him with a suitable substitute.

At first it seems to be going the Vulture's way. He tugs on the rope and stretches Spidey out, nearly yanking him off the wall. But the web-slinger is merely getting himself in position and waiting for the right moment to leap off the wall, grab hold of the rope with his left hand thereby creating slack, even as he frees his foot from the rope with his right hand. (Thank heaven for that spider-speed!) It all happens so fast that the Vulture still isn't sure that Spidey is free. He is still hanging onto his end of the rope. Just as the Vulture catches on and drops the rope, Spidey slings his end and lassos the Vulture by his right foot. Then he swings up on the rope and lands on the Vulture's back. (The moment right before he lands is the fifth of our great Ditko full-pagers.)

Spidey demands Betty's location and the Vulture gives up pretty fast. (He doesn't mind telling since, "You'll never be able to leave the place alive!") He doesn't even bother to put up a fight when Spidey orders him to fly back to the place he left his web cartridges, when Spidey humiliates him by calling out, "Giddiyap!" or when Spidey webs him to a nearby flagpole. (He doesn't have time to put up a fight, I guess. There are only nine pages left in the story.)

At the Bugle, a secretary enters Jonah's office to tell him that, "our news dealers report we haven't sold a newspaper in the past hour". "Get out of here," orders the boss as he covers his face with his hand, "Let me suffer in peace!"

At the hideout, Doc Ock steps into the parlor to tell Betty and May that he is expecting "another, eh, visitor" shortly and must leave them for a bit. But he promises Betty, "I'll be back" and this shakes Miss Brant up so much that she asks Mrs. Parker what she thinks Ock means by that. May doesn't know. "But doesn't he have the most charming manners?" she replies, "He's so well-spoken!"

And now Spider-Man has arrived at the final location. It is "an old castle, imported to this country stone by stone". Spidey has a "pretty good hunch who I'll find inside". He prepares by making sure he has fresh web cartridges. Then he scales the highest turret of the castle and finds a way in. He walks along the ceiling, trusting to his spider-sense for the location of Betty and May. Eventually, perched high on a wall, he comes upon Doctor Octopus and the Doc isn't wearing his metal tentacles! Spidey thinks he'll never have a better chance to capture Otto than this.

Still, instead of going right to the attack, he hangs down from some webbing and calls out, "Hi Doc! Long time no see!!" Big mistake. Dangling with one arm, he engages in a conversation with Octavius, asking him where Betty Brant and Mrs. Parker are. When Ock stalls for time by asking who Mrs. Parker is, Spidey actually replies! "She's the aunt of a teen-ager who knows Betty!" he says, "She's got nothing to do with you? Why did you bring her here? And don't pull that innocent routine on me!" While all this is going on, Octopus is mentally controlling his arms from a distance. And even as Spidey blathers on about Mrs. Parker, the tentacles sneak up behind him. At the last instant, his spider-sense tingles... but too late. The metal arms strike! He fends off one tentacle with his left hand but his right hand is gripped by one of the pincers. Ock runs up to add punches of his own and he glories in it. "Now I've got you," he cackles, "You meddlesome juvenile!"

The tentacles flip Spidey around in the air as Ock lands a punch on the wall-crawler's shoulder. But even though he's entangled in the metal arms, Spidey fights back. "Tell me something, Ock... Are you tryin' to defeat me by talking me to death?" he says as he socks Otto in the jaw. With Ock stunned by the blow, his mental control eases over his tentacles and the arms let Spidey go. But Octavius recovers quickly and, just like that, the arms are pursuing Spidey again. He has to jump like a jackrabbit to keep from being grabbed. The web-slinger escapes down a long yellow hallway, taking to the wall as he runs. (Yes, I said "yellow". The ceiling, the walls, the floor are all yellow. It looks more like an oversized ventilator shaft than a hallway.) The arms stop at the start of the hallway and turn back. Octopus has recalled them. Spidey wonders what the villain is up to but he can't stick around to worry about it. He still has to find Betty and Aunt May.

Meanwhile, Doc Ock reattaches his tentacles and retires to that room that has the viewing machine in it. He can trace Spidey through the whole building from here, then spring a trap when "he's in the most vulnerable position".

Out in the hallways, Spider-Man keeps looking through the twists and turns of the castle. At this point, he has given up the wall crawling, and is walking right for a suspicious-looking purple circle located in the middle of the floor. His spider-sense tingles but he can't see anything wrong (except that suspicious-looking purple circle right in the middle of the floor, Spidey!) so he keeps going. Suddenly, a trap door opens up at his feet. At the same time, a ceiling fan blows down on Spider-Man forcing him through the trap, preventing him from leaping to safety. Next thing he knows, Spider-Man has splashed down into some water. And where is the water, you ask? Why, it's in a giant transparent fish bowl with red steps leading up to the lip of the bowl. Spidey can see Doc Ock through the glass. Ock is putting on some scuba gear and preparing to join the web-spinner in the water where he will "attack you just as a real octopus would".

That brings us to our sixth and final full-page spread. This one shows Spider-Man underwater, fending off two of Octavius' tentacles as the other two (along with Otto in his aqualung and flippers) zero in for the kill.

Telling himself not to panic, the wall-crawler avoids the arms. Still, he must leap up out of the water every so often to breathe and Ock knows it. The arms surround him as he comes up for air. One of the tentacles grabs Spidey by the ankle while he is in this vulnerable position. It pulls him down to the bottom of the fish bowl. The tentacle keeps him underwater. He is running out of air. Spidey must make a desperate attempt. He releases all of his webbing at once. The webbing entangles Otto's "arms like seaweed". The tentacle lets go of Spidey's foot as it tries to free itself from the webbing. Suddenly, arms and webbing are everywhere as Ock gets more entangled the more he tries to free himself. There is only one place for Spidey to go... up to the surface by staying as close to the edge of the fish bowl as possible.

Once out, Spider-Man either tips the fish bowl over or just fishes Doctor Octopus out of it. (If you can decipher this panel, more power to you!) Ock is finished... exhausted and entangled in webbing. Spidey tells him that the villains "practically handed me my victories on a silver platter! If you each hadn't been so anxious to get the credit for beating me alone, and teamed up against me, you might have had a chance!"

Once again, the wall-crawler prowls through the castle hallways, looking for Betty and May, but this time his spider-sense tingles almost immediately. He throws open a door and finds the two women in the room within. Betty is thrilled to see the webhead but May is shocked by his "perfectly ghastly outfit". Not only that but "he's so villainous-looking" and didn't have the manners to knock before entering, unlike "that well-mannered Dr. Octopus!"

Spidey tells the ladies that he sent a message to the police before he ever got to the castle and that they should be arriving soon. They all walk outside and Spidey leaps onto the wall of the castle as he goes his own way. Betty is overjoyed that she and May are safe and she wonders who Spider-Man really is. (Betty seems to have gotten over blaming Spidey for her brother Bennett's death back in ASM #11.) May doesn't understand any of this. She just wonders if "it's proper to leave without saying goodbye to our host".

The reason Spidey has beat feet out of there so fast is that he is anxious to get home before Aunt May does. Soon after, the police arrive at the Forest Hills home with May and Betty. Peter is there to rush out of the house feigning worry. But it turns out he has nothing to worry about. As far as dopey old May is concerned, she "had a very nice visit with the most interesting man" and she was more worried about Peter being all alone in the house than anything else. Betty tells the Parkers she should probably be leaving, since JJJ is "probably wondering about me" but May pooh-poohs this. (Yeah, Betty, it isn't like you were kidnapped or anything!) She tells the teen-agers to stay right there while she gets them some milk and cookies. But, when she enters the other room, May cries out, "Oh!!! Oh heavens!!" Peter, convinced that a "delayed shock reaction" has set in, rushes into the other room, only to find that May has cried out because she just realized that she missed this week's episode of the Beverly Hillbillies. (When this story is reprinted in Marvel Tales #150, April 1983, the show May missed is changed to "The Dukes of Hazzard". I wonder what it would be if reprinted now. "Joe Millionaire"?) "I've been waiting all week," she says. (And who can blame her for being upset? It could have been one of those great episodes where Jethro thinks he's a double-naught spy!) Relieved to learn the reason for May's outburst, a happy Peter tells her "You're the ever-lovin' greatest!" only to get a lecture from his Aunt for "using that awful slang again". (Pete wonders "how many other guys with super-powers get scolded by their aunts if they don't toe the mark?") But May can't stay mad at him. She's just happy to see him so cheerful. "The reason I went to see Miss Brant," she tells him, "was to find out why you were so unhappy before!" Peter realizes that he'd "better remember to look chipper from now on". With that, Peter gets a big smile on his face and puts a hand on the shoulder of each of his favorite girls. He's all ready to have some cookies and then escort Betty back to the office. "Did anyone ever tell you how your nose wrinkles up when you smile, Peter?"" asks Betty. "My!" says May, "Have you noticed that too? I thought I was the only one!" (Ah! The ladies bond.)

So, we've pretty much come to the end of the story except... at the Daily Bugle, Johnny Storm flies by Jonah Jameson's office. He asks if JJ has heard from Spider-Man. "I want to congratulate him for beating the Sinister Six!" he says. Jonah shakes a fist at the Human Torch with one hand as he prepares to drink down some bromo with the other hand. "You costumed freaks should be outlawed!" he tells Johnny. "Ever since Spider-Man entered my life, even my ulcers have ulcers!" Jonah, clearly, has had better days.

And, together in one jail cell, the Sinister Six sit around. (The authorities may have taken Ock's arms and the Vulture's wings, but Electro should be able to blast out of there and the Sandman should be able to slip away and I don't even know why Kraven's in there with them because Spidey only took the note card and didn't bother to defeat him at all but still... it's been forty-one great pages. We'll give Stan and Steve a break.) Ock starts to concoct the plan for the next time but Electro tells him to shut up. "We're through takin' orders from you!" he says. The Sandman still can't figure out exactly what happened. The Vulture is just sick of all the talk. "The least they could do" he says, "is give us each a private cell!"

You think we're done? We're not even close to being done! We've got all sorts of backup features to cover. But first... a little follow-up on the Sinister Six.

It only takes the Sandman a couple of issues to come back into Spider-Man's life. In ASM #18 (November 1964), the web-slinger runs and hides from him which cements the prevailing opinion that Spider-Man has turned coward after losing to the Green Goblin. (What the world doesn't know is that Spidey is avoiding all conflicts because Aunt May has fallen ill. Peter is worried that she will not recover if something happens to him and he isn't there to take care of her.) Doctor Octopus, Kraven the Hunter, and the Vulture all have cameos in this issue, reacting to the Goblin's apparent victory. And while Ock is still in jail, Kraven and the Vulture are clearly on the loose. Why they and Sandman are out and Dr. Octopus isn't is not explained. (Maybe they all turned state's evidence against him.) Also not explained is why the Vulture is very much in prison in his very next appearance. More on this issue in just a couple of months.

Mysterio returns as Dr. Ludwig Rinehart in ASM #24 (May 1965).

Doctor Octopus is revealed to be the mysterious Master Planner in ASM #32 (January 1966).

Kraven the Hunter comes back in ASM #34 (March 1966).

The Vulture, believing he is on his deathbed, bequeaths his wings to Blackie Drago in ASM #48 (May 1967). When he learns that Blackie has duped him, the Vulture works up such a desire for revenge that he recovers from his illness and returns to defeat his younger counterpart (in ASM #63, August 1968).

Electro makes a one panel appearance (clobbering Iceman) in Fantastic Four Annual #3 (1965) before linking up with the Leap-Frog, the Stilt-Man, the Matador, and the Gladiator to battle the Man Without Fear as "Electro and His Emissaries of Evil" in Daredevil Special #1 (September 1967). He doesn't face Spider-Man again until ASM #82 (March 1970).

The Sinister Six don't reassemble as a group until ASM #334 (Early July 1990) with the Jason Macendale version of the Hobgoblin replacing the deceased Kraven the Hunter.

And now that you've updated your address books, let's get back to the rest of Amazing Spider-Man Annual #1, beginning with the "Gallery of Spider-Man's Most Famous Foes!" Actually, if you're only concerned with the main villains, these fourteen pages are a Gallery of All of Spider-Man's foes up to this point. It begins with the Burglar ("first appeared in Amazing Fantasy #15") of which we are reminded, "This unnamed thief is the man responsible for Spider-Man's vow to use his great powers to combat crime!" and continues through ASM #1's Chameleon ("To this day, no one has ever learned the true identity of the man who can transform himself into anybody!"), ASM #2's Vulture ("Actually, it was in this epic battle that Spider-Man is said to have truly undergone his baptism of fire!") and the Terrible Tinkerer ("This strange foe is chiefly to be remembered because of the fact that he has been the first and the only alien menace Spider-Man has ever fought!"), ASM #3's Dr. Octopus ("You are gazing at one of the most powerful, most dangerous, most uncanny mortals on the face of the earth!"), ASM #4's Sandman ("To this day, Sandman is regarded by penal authorities as almost impossible to keep imprisoned!"), ASM #5's Doctor Doom ("For a more complete and comprehensive history of comicdom's master evildoer, be sure to read the Fantastic Four Annual #2, on sale this summer, which features an all-new, thrilling double-length epic... The Secrets of Doctor Doom!"), ASM #6's Lizard ("Unlike most of Spider-Man's other foes, the Lizard is not truly evil, but rather an unfortunate victim of fate, transformed from a peaceful, family-loving reptile expert into one of Spidey's most off-beat enemies!"), ASM #8's The Living Brain ("Could a mere machine ever defeat the Amazing Spider-Man?? Well, this machine almost did!"), ASM #9's Electro ("Known for the sinisterly clever uses to which he puts his awesome power, Electro is truly one of the most unusual villains rampant today!"), ASM #10's The Enforcers and the Big Man ("Put them all together and you have a team of criminals no crime-fighter would dare to ever turn his back upon!"), ASM #13's Mysterio ("Although his powers seemed to be truly supernatural, Spider-Man was eventually to learn that Mysterio was actually a movie special-effects designer, who decided to turn his unusual abilities to crime!"), ASM #14's The Green Goblin ("Unlike most of Spidey's other foes, the true identity of the grotesque Green Goblin is still unknown! But, possessed of a fantastic flying broomstick and a wealth of powerful weapons, it is certain that we shall see much more of this dangerously different evil-doer in the near future!") and ASM #15's Kraven the Hunter ("His speed rivals that of a cheetah, and his savagery and strength are in a class by themselves!") all presented with full page Ditko pin-ups of all of your favorite villains.

What's next?

The Secrets of Spider-Man!

This nine-page feature presents "Inside facts about Spidey's powers, his problems, and his personal life, as only Stan and Steve can present them!" The splash page shows a split image with our hero cut right down the middle. Stage right shows Peter Parker standing in his bedroom laboratory, holding a smoking test tube. Stage left shows Spider-Man standing in the circle cast by his spider-signal. The next page recaps Spidey's origin, giving us our first close-up of the spider that absorbed the radiation. The text erroneously informs us that the demonstration of radioactivity took place "in the science hall of Midtown High School" and says that the spider bit Peter as he "walked by", as if the teen was just passing through rather than an attendee of the demonstration.

From there we move to a discussion of Spider-Man's powers. In strength alone, the wall-crawler is one of the most powerful Marvel heroes. ("Only Thor, the Hulk and the Thing have greater strength!" according to Stan.) To prove the point, Spidey lifts a very heavy looking barbell with Thor, Hulk, and Thing looking on. Onward to Spidey's "clinging ability". "His hands and feet support him against the pull of gravity as though they have thousands of tiny suction cups!" says Stan. (And to prove the point, Steve draws a close-up of a Spider-Man hand and a Spider-Man foot apparently adhering to some wall panels. Not much of a convincer. The next panel is much better with a shot of Spider-Man scaling a wall.) "Perhaps as remarkable as his clinging ability itself is the ease with which Spidey can use it!" continues Stan and this point is well-represented by a trio of great Ditko drawings: Spidey perched on a ceiling, facing downward while standing on a wall, and doing a handstand on a perpendicular surface.

Spidey's leaping ability is spotlighted next. Stan tells us that "he is able to leap the width of an average city street and can attain a height of three stories with one spider-powered spring" and this is exactly what Steve chooses to show us. If all of those abilities aren't nifty enough, Spidey is "easily the greatest balancer of any human being on earth". He balances on a tight rope using one finger to demonstrate this talent.

Put it all together and you get a full-page look at Spidey's jumping, swinging and balancing abilities as presented by Steve Ditko. "The ol' web-spinner is undeniably without peer" says Stan, "just as Sensational Steve is tops in presenting Spidey's unique brand of lightning-swift action!" And no one has done it any better since.

But there's more to Spider-Man than just the physical ability. Peter Parker is a science whiz who "has devoted long hours of study to learning everything he can about spiders" and is consequently "probably the world's greatest authority on the subject of webs and their creation". (Bet you didn't know that!) Peter makes his own webbing (he is shown shooting it out of a device clamped onto his lab table), stores it "in small, compact cylinders like miniature toothpaste tubes", and loads it into a web-shooter that he wears at his wrist and which is "activated by the slightest touch of his finger upon the super-sensitive electrode located on the palm of his hand". He keeps spare cartridges on his utility belt (which also includes a cute little image of Spidey right next to his miniature camera). (Okay, okay, don't get excited. I know the image is actually his spider-signal but it is really so darn cute!)

Spidey can shoot his webbing out in three different ways. "As a thin, incredibly strong line" on which he swings, "as a fine, quick-spreading spray" which he uses to immobilize his opponents, "or as a thick tremendously adhesive liquid" which he can use to glob over a note card that somehow drifts into another room and lands in a circle of fire created by a Cyclops robot.

Now we really get kooky with a one-panel demonstration guest-starring the Fantastic Four. Did you know that Spidey's web is so strong that "if it were possible to increase its thickness to a half-inch, one strand would be enough to hold the mighty-muscled Thing a prisoner for life!"? Yes, that's right! I said, "for life!" Don't believe me? Check out the picture of the Thing failing to break the half-inch strand. Then, since the webbing is "90% fireproof", it could hold the Human Torch "unless he intensified his flame to a great degree" (which is exactly what he would do but never mind). Here is the Torch failing to burn away the webbing. Spidey's web can also stretch a bit. Mr. Fantastic demonstrates this by tugging on a sample and stretching it out like an accordion. And finally, Spidey webbing "disappears into nothingness after one hour has elapsed" much in the way that the Invisible Girl disappears... except of course that the Invisible Girl is just invisible while Spidey's web has dissolved away.

There's more. Due to "many long hours of practice", Spidey is able to turn his webbing into "a shield, a parachute, a safety net, a barrier... skies... a raft... a club, a ball, or plain simple sticky glue". Steve gives us examples of each permutation.

And then there's his Spider Senses, which he can use like "a built-in radar unit" which allows him to guide himself while tightrope walking blindfolded or traveling in total darkness or to sense danger coming up from behind. This reminds Stan that he's been getting lots of letters from very literal people who wonder why the other characters don't see Spidey's spider-sense radiating from his head or the half-mask of Spider-Man that shows up over Peter's face every so often. Yes, Stan and Steve actually felt a need to show how these effects heighten the drama of the situation and then explain, "Naturally, we do not mean to imply that other characters in the story see them... any more than we imply that other characters see the thought balloons which appear over people's heads! Okay? Okay!"

Apparently some of those same people also wrote in asking why Spidey's eyes don't show through his mask. Stan explains that the white of the mask is really "clever plastic lenses of the two-way mirror type" which not only hide Spidey's eyes but also protect them from "dust, dirt, and the glare of the sun". And by the way, the mask muffles his voice "making it unrecognizable", the costume can be worn under his regular clothes, the sleeves ride high so that they won't peek out from his shirts when he's dressed as Peter Parker, the web-shooters can be removed and hooked onto the utility belt, and the shoes "can be folded and held snugly in his back pocket".

And still there's more. Five pages of pin-ups follow beginning with a shot of "Peter Parker as Spider-Man". (And look! Mine's autographed! "Best wishes from your pal, Spidey". Hah! "From your pal" he says to me! Read it and weep, suckers!)

The next pin-up spotlights "Peter Parker's Favorite Heel and Heart-Throb", meaning, of course, J. Jonah Jameson and Betty Brant... in that order. Jonah is standing in front of a framed reproduction of a Spider-Man cover from Now Magazine with the cover copy reading, "This menace must be stopped!" He chomps on a cigar, holds the Daily Bugle in his hand (The Bugle is NOT a tabloid at this time, by the way.) and yells at Betty for talking to "that weak-kneed weak-witted Peter Parker" on his time. Betty sits at her desk, which has a framed portrait of Peter on it. She chats with Pete on the phone telling him to speak louder since, "There's a lot of noise here at the office." Note also, the JJJ monogram on Jonah's floor and lapel, the notepad on Betty's desk that has the initials S.D. and Betty's very snazzy pearl necklace.

Pin-up #3 spotlights "Peter Parker's Classmates". The scene is the Midtown High School Science Lab. Flash Thompson stands in the center surrounded by nine unnamed toadies and Liz Allan. Flash has rolled up his sleeve and is flexing his right bicep. While most of the students gaze at him in admiration, Liz is more critical. She rubs her chin and thinks, "Flash may be more muscular but I'll take Peter Parker any day!" Over by the door, Mr. Warren, the Science teacher, confers with Principal Davis. He tells Davis that he would "like to recommend Parker for a scholarship at graduation time" and Davis agrees that Peter is "an excellent student". Over in a corner, ignoring all the activity, Peter sits at a lab table and reads a book. But he is thinking that "Someday I'll prove to them that being a bookworm isn't a bad thing!" because, after all, "there are more great athletes who are good students than aren't!"

The next pin-up is a cutaway of "Peter Parker's House". And there's not much to it, folks! Spidey swings toward an "upstairs window" that looks like an attic window. It is right above Peter's room, making it easy for him to slip in without Aunt May noticing. The other rooms are not labeled but the ground floor clearly has a living room and kitchen while the upstairs clearly has a bathroom and hallway. It sort of looks like Aunt May doesn't have a room at all! But there she is in an inset in the lower left-hand corner sitting in a rocking chair, knitting, and talking about how Peter is a frail and delicate boy. Maybe she just sleeps in that rocking chair, eh? (Oh, and there's a bus out on the street along with an arrow informing us that Midtown High is only three blocks away to the west. You can spring that trivia on your Spidey buddies the next time you want to dazzle them with some useless knowledge!)

The final pin-up is a "Guest Star Page" which shows Spidey battling the Fantastic Four and the Incredible Hulk simultaneously. "This page is certain to become a collector's item" says Stan, "due to the fact that our five guest stars are drawn in the somewhat different Ditko style!"

We're almost there, gang, except for one last three page feature.

How Stan Lee and Steve Ditko Create Spider-Man!

The splash page shows Stan Lee at his typewriter on the left. Stan has a small Hulk sitting on his head, Captain America perched on his shoulder, the Invisible Girl hanging from his tie, Thor straddling his right wrist, and Iron Man perched in the palm of his left hand. The Thing and Giant-Man stand on his typewriter. (Mr. Fantastic is squeezing through the typewriter's roller.) And the original X-Men, Spider-Man, Dr. Strange, the Wasp, the Human Torch, Sgt. Fury, and Dum Dum Dugan surround him. Stan is looking extremely put upon. On the right side of the splash page, Steve Ditko sleeps at his desk with a poster of Dr. Strange above him, seeming to be zapping him with a spell. Two spiders holding pencils are over at Steve's drawing board drawing Spider-Man. Looking back over all the years that Steve Ditko has refused to be profiled, photographed, or interviewed, it is hard to believe that Steve ever actually caricatured himself in a Spider-Man comic book.

It is the middle of the night. Stan Lee sits straight up in bed with an idea "for a Spider-Man epic". (The text tells us "for some unknown reason, inspirations only seem to come to ol' Stan in the middle of the night".) He decides to call Steve about it right away. Soon after, the duo is in the office. Stan tells Steve "we'll do twelve panels to each page". An exhausted Steve sits in an armchair and holds his head. "Waddaya mean we??" he asks. "I was a happy man till we teamed up", he adds, "Now, even my ulcers have ulcers!" (I think he stole that line from J. Jonah Jameson at the end of the Sinister Six story. Or J. Jonah Jameson stole it from him.)

The story conference wraps up and Stan "leaves to have a similar fight with Jack Kirby". Steve heads home to his office. The story features the Statue of Liberty so Steve goes to his bookshelf and pulls out some reference material on the statue. While he is at his drawing board, Steve gets a call from Stan who tells him the strip is already two weeks late. "You just gave it to me this morning!" Steve protests. "Oh yeah?" he says, "Well, the same to you!"

Then Steve gets to work. He roughs out a drawing of Spidey riding some sort of missile while flying past the head of the Statue of Liberty. After he is pleased with the layout, he reworks it to "improve the proportions a little". But then the phone rings again. It's Stan. "No" Steve yells, "I'm not finished yet! I just started!" and "How come you're always callin' me? Hasn't Dick Ayers got a phone?"

Once Steve has the story drawn, he brings it back to Stan who tells him "it looks like you're learning to draw with your eyes shut". Steve counters with, "You should talk! After that corny script you wrote!" "Waddaya mean corny?" says Stan, "I copied it from one of the best classics I could find." The duo trade insults for a while, then the pages are sent off to be lettered. Steve gets the strip back, gets on the phone to tell the operator "If I get any calls from a guy named Lee, tell him I've been drafted!" then settles in to do the inking. He uses a "fine pen-point" on the same Spidey/Statue of Liberty panel to tighten up the details. Then he uses a brush to "fill in the heavy black areas". Then, he erases the pencil lines left behind and the page is done. Except, he "forgot to draw Spidey's webbing!" So Steve carefully inks in the web-lines on Spidey's mask as he says, "If all the web-lines I've drawn were laid end to end, they still wouldn't be enough to fit around Lee's swelled head!" By this time, it is late at night. The moon is out and Steve is just finishing up a long stint hunched over his drawing board. Now that he's done, he thinks he'll "sleep for a whole week". But at that very moment, Stan sits straight up in bed with a delightful cry. He has another idea and it's better than the last. "Won't Steverino be happy!" he exclaims, "I'd better call him right away and break the good news!" (And we wonder why Stan and Steve broke up after only a few years of working together.)

General Comments

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

1. First time Doc Ock summons his tentacles telepathically.
2. First meeting (sort of) between Spidey and the Mighty Thor.
3. First meeting (sort of) between Spidey and Dr. Strange.
4. First time Spider-Man loses his powers.
5. First time Aunt May meets the "charming, soft spoken" Doctor Octopus.
6. Seventh time Spider-Man meets the Human Torch.
7. First time Spidey uses his Spider-sense to read a note card.
8. First gallery of Spider-Man's most famous foes.
9. First feature detailing the Secrets of Spider-Man.
10. First and only peek into the Stan Lee-Steve Ditko working relationship.

Overall Rating

What can I say? A forty-one page story featuring six of Spidey's top opponents. Guest-stars galore. A recap of the origin story. Spidey losing his powers. Full-page battle shots of Spidey with each of his six opponents. J. Jonah Jameson trying to talk to a spider. Pin-ups. Features. "How Stan Lee and Steve Ditko Create Spider-Man!" It's one of the best Spidey issues of all time. Five webs all the way. If I could give it a hundred webs, I would without hesitation.

Footnote

We go from Spidey's longest appearance to one of his shortest. Tales to Astonish #59 is next.