Betty Brant has returned to New York and taken back her secretary job at the Daily Bugle. Dr. Octopus has also returned to New York, plotting to get revenge on Spider-Man, and decides to use Betty as bait. Kidnapping Betty from the Bugle building, he tells Jameson to put a call out to Spider-Man to meet him at a nearby amusement park.

With his spider-powers seemingly gone because he's come down with a cold, Peter decides he that he has no choice but to save Betty as he is, and so he accepts the challenge of Dr. Octopus. When he tells Jameson (pretending that he just heard it so his identity isn't compromised), Jameson decides to go and report the story himself.

When Spider-Man arrives to battle Dr. Octopus, all his powers have completely faded. Naturally, the powerless Spider-Man proves to be no match for Dr. Octopus. Dr. Octopus then publicly unmasks Spider-Man; when they all consider how Peter Parker could be Spider-Man, Octopus dismisses Parker as posing as Spider-Man to save his girlfriend, because Spider-Man would put up a better fight. He then flees the scene to try and find some other way to get the "real" Spider-Man's attention.

Everyone gives Peter grief for the danger he put himself in; however, Liz Allen finds the whole episode romantic, and her opinion of Peter changes and she realizes that she's attracted to him. The next day, Peter wakes up and finds that the cold has passed and as a result his powers are back. When Dr. Octopus releases animals from the zoo, Peter goes into action as Spider-Man. He rounds up all the animals, and then gets into a fight with Dr. Octopus across the city.

Their fight takes them to an artist's loft, where they inadvertently start a fire; when the flames grow too big, Spider-Man flees and Dr. Octopus is knocked out when he inhales too much smoke. The fire is put out, and Octopus is turned over to the police. Having changed back to his civilian identity, Peter is asked out on a date by Liz Allen. Peter rejects her date telling her that he's going to go on a better one with Betty Brant, and tells her to go on a date with Flash Thompson because they deserve each other.

---