* "BEAST" (Hank McCoy) Guest Appearance
* "Killer Shrike" (Simon Maddicks) Appearance

Peter Parker has taken Cissy Ironwood to the Empire State University Technology science exhibit. As they enter the hall, they see the Beast, who is currently with the Avengers, at the center of a group of adoring coeds. Peter wonders how the Beast manages to attract so many women. Don't those women, he asks enviously, has any self-respect? Cissy, however, does not reply, for she has joined the women herself. As Peter resigns himself to viewing the exhibits alone, two sinister figures look down into the hall from the mezzanine. Killer Shrike tells the bizarre Modular Man that it would have been less risky to come after the show closed, but the Modular Man replies that he must get the device he needs as soon as possible. Otherwise, he could remain trapped in his strange body forever, and Shrike would lose any chance of being cured of his amnesia. The Modular Man recalls how his experiments into molecular dissolution backfired, causing his molecules to drift apart so that he had to build a especially ionized metal skeleton to keep his body together. He thought that the group called the Conspiracy might cure him, but they only provided him with his name and introduced him to Shrike before they were destroyed. Then the Modular Man discovered that he could cure himself with a microwave-driven cellular condenser.

Once he is cured, he declares, he will help Shrike find out his past before he was hired by the Conspiracy. When the Modular Man sees the case containing the condenser, Peter Parker happens to be standing in front of it. Peter feels his spider-sense tingle and heads for a convenient place to change into his Spider-Man costume. Shrike and the Modular Man are pleased when Peter leaves, and the Modular Man quickly descends into the gallery to steal the object.

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