Spectacular Spider-Man (Vol. 1) #40

Story 'The Terrible Turnabout!'

Night in New York. Three thieves are stripping down a car when they are interrupted. One of them thinks it's "that wall-crawlin' freak, Spider-Man". But that isn't quite true. It's Spider-Lizard. Two of the crooks notice the fangs, the tail, and the hissing, "like the lead in some Japanese giant lizard movie" but Jonesy, the leader, is only concerned about one thing. "If this scaly geek holds us up till the cops get here, it's the pen for sure!" So, he orders his pals to "get him!"

One attacks with a crow bar, another attacks with his bare hands. The Spider-Lizard smashes them into unconsciousness. The third hood gets quite ingenious. He takes the battery out of the car they are stripping and uses jumper cables to inflict a shock right into the Spider-Lizard's head. But even this doesn't work. The monster shoves the man into a tall pile of tires and all three men are unconscious. For a moment, the creature stands over them, snarling, then he hears sirens. He doesn't quite know what it means but he associates the sound with "pursuit... of him". He quickly scales a wall and escapes.

Right after the reptile's departure, Dr. Curtis Connors arrives in a taxi. He has been pursuing the mutated web-spinner by using a tracer that "is attuned" to Spidey's "enervator-irradiated blood". He asks the cabbie to wait and enters the alleyway, where he finds the three fallen men. Curt can see the S-Lizard up on the roof. Unfortunately for Curt, the S-Lizard can see him as well. The creature exerts its strength to topple a water tower. Dr. Connors leap away, narrowly escaping death. Soaking wet and sprawled on the ground, Curt sees the S-Lizard leaping away. He follows on foot, knowing that, if the creature gets beyond range, his tracer will be useless. (But what about the cabbie?)

At the Daily Bugle, a report comes over the wire of a "weird lizardlike creature terrorizing the city in a Spider-Man costume" but J. Jonah Jameson is in a mood and not willing to listen. Over at the Daily Globe, Barney Bushkin is on top of things. He has not been able to contact Peter Parker but he still has some good photos for the front page. His headline declares, Spider Lizard Terrorizes Manhattan The front page features pictures of the monster overturning a car and facing a crowd. Barney is in seventh heaven. The Daily Bugle hasn't even picked up the story yet. "Too bad [the photos] couldn't have been Parker's", though. He wonders "where the kid's at?"

As dawn breaks, "the kid" hides from police. Dimly, the faces of Mary Jane Watson, Aunt May, Peter Parker, and Curt Connors go through his mind but all they do is anger him. He feels as pursued by the faces as he does by the sirens.

Back at Empire State University, Curtis has worked through the night to create "a derivative of the anti-lizard formula Spider-Man once used on me". Curt is certain that it will change Spidey back to normal, if he can get close enough to use it. He hears a report that the creature is down on the Lower East Side and decides to head there.

And, sure enough, on East 12th Street, the creature sleeps, hiding under a pile of newspapers. Unfortunately, as the S-Lizard tosses and turns, the papers slip off, making him visible to Mrs. Rodriguez and Mrs. Klein... two neighbors conversing from their windows across the courtyard. Their screams wake the monster. They also attract the police to the scene.

Two cops arrive, quickly call for reinforcements, then try to tackle the creature themselves. But the S-Lizard bowls them both over with his tail and the cops have no choice but to fire their guns at him. The bullets, however, bounce off his reptilian skin.

In moments, three more police sedans and a SWAT team arrive. They fire machine guns and tear gas at the S-Lizard but nothing slows him down. As the neighborhood watches, the police circle their vehicles around our mutated hero, trapping him in an enclosed hell of gas, smoke, bullets, sound, and harsh light. The plan is to bring up nets or chains to bind the creature. But the police have neglected one detail. There is a manhole right at the Spider-Lizard's feet. He lifts up the cover and escapes into the sewers. Too late, Curt Connors arrives at the scene. He knows, in order to save the web-slinger, he must take to the sewers himself.

Below the streets, the savage Spidey seeks escape. He finds an exit, with only corroded iron bars blocking his way. But the fight above ground has taken too much out of him and he hasn't the strength to tear through. Then, in the ankle deep sewage, faintly lighted by phosphorescence, the creature realizes it is not alone. It turns to face Curtis Connors, who is terrified at the showdown. "Is that how I appear to others when I become the Lizard?", he wonders, "It's horrible! Ghastly!"

Curt knows that "something in Spider-Man's blood" has mutated him into a thoroughly savage version of the Lizard, beyond speech. But is he too savage to comprehend? Curt tries talking to him, explaining that he is a friend and has brought something to help. All Spidey has to do is drink the serum. The S-Lizard approaches, as if to comply, then lashes out and knocks the serum out of Curt's hand. The vial smashes against the tunnel wall and Curt knows that Spidey did it deliberately, that he is completely taken over "by the savagery of the Lizard".

Dr. Connors makes one last attempt to reach the human inside the monster but he fails. The S-Lizard grabs the Doctor and lifts him, in triumph, over his head. But then, a strange thing happens. The monster hesitates, feeling a twinge of some emotion. Instead of killing the helpless Connors, he drops him and walks away. This gives Curt a chance to sneak up from behind, using the backup vial of serum which he had hidden in his belt. Before the Lizard knows what is happening, Doc Connors dumps the liquid down the reptile's throat.

The creature gags, grabbing his throat with one hand while he shoves Curt away with the other. The Doc is shocked to discover that the serum seems to have no effect. If anything, the S-Lizard is becoming even more savage. The monster grabs Curtis and begins to strangle him. Connors realizes that "Spider-Man is going to kill me" and the darkness of unconsciousness begins to envelope him... when the transformation starts to take effect. Halfway through the transformation, the Lizard's hisses become words as he wonders aloud, "What's happening?". In seconds, the transformation is complete and Spider-Man covers his exposed face with his hands so Dr. Connors cannot learn his identity.

Spidey is completely confused. He remembers nothing of what happened. He only knows he is in a sewer with Curt Connors... his mask gone and his costume in tatters. Connors tells him there is no need to hide his face. "It's too dark for me to see you clearly down here... not that I'd ever reveal your secret even were it known to me!" Spidey knows this but is too neurotic to accept it. So he covers his face with webbing and searches for a way to leave the sewer.

Soon, the need of escape becomes more urgent. The police intentionally flood the sewer, meaning to drown the S-Lizard. In moments, the tunnel is completely submerged. The two men hold their breaths and swim to the same iron bars that stopped the Spider-Lizard. Spidey (who must have been filled in between panels) knows that the S-Lizard had the strength to tear the bars apart if he could only have figured out how to do so. He is not so sure that he has the same power himself. With Curt Connors drowning beside him, Pete knows he must find that power or else. Thinking it through, Spidey twists the bars, even as he pulls, to "loosen their anchorage". And succeeds. The water rushes through the opening, taking Spidey and Curtis to safety. (Am I being too picky to point out that the rush of water, through the iron bars, would have smashed the two men up against the bars, making it even harder to pull the bars apart? The way this scene is depicted, they might as well be in an aquarium. Dr. Connors floats limply as if the current and pressure of water has no effect on him at all.)

Soon after, Spider-Man drags an unconscious and unbreathing Connors "onto the shore beneath rotting west side piers". Pulling the web-mask away from his mouth, the webhead gives mouth-to-mouth to the man who has saved his life. It is touch and go but, at last, the Doctor draws breath again. This night, the two men have managed to save each other. Spidey lifts Curt to his feet and helps him home. "Imagine the time", Curt says, "we're going to have explaining this to my wife!"

"But, in an abandoned auto body shop", Electro has finished proving himself to the others. He is now the new member of the Frightful Four and he, Sandman, Wizard, and Trapster are ready to confront and destroy their enemies... Spider-Man and the Fantastic Four.

Knowing nothing of this, a weary web-slinger heads home for some much needed rest.

The Frightful Four finally attack in Peter Parker: The Spectacular Spider-Man #42 (May 1980) which crosses over into Fantastic Four #218. The good guys win.

And, as for this business of Spidey merging with established characters, I know it has happened other times but I can only think of three: The cosmic-powered combination with Captain Universe that begins in The Spectacular Spider-Man #158 (December 1989), the creation of Spider-Hulk in Web of Spider-Man #69-70 (October-November 1990) also featured this month in the Lookback, and Spider-Boy (April 1996), a mixing of Spider-Man and DC's Superboy for Amalgam Comics (though perhaps this sort of merging doesn't count). I'm fairly sure there are others. Help me out here, everybody!