Betty is slowly getting better and Aunt May sounds better, so Spider-Man decides to prowl around the city. He doesn't notice a man scaling a building who calls himself Cat Burglar breaking into an apartment. He breaks a safe open and leaves unnoticed. The apartment belongs to J. Jonah Jameson, who puts a reward of $1,000 for his capture. While swinging around, Spider-Man learns of the reward and goes to Jameson to antagonize and tease him. Jameson, so fearful of paying Spider-Man, assigns Frederick Foswell to find the Cat first. As Peter Parker goes out, he runs into Liz Allan who is in a hurry and tells Peter that Flash Thompson has been following her trying to learn where she works. Peter stalls Flash and then misdirects him. Peter is still concerned about Betty and calls to meet her. She drops a bombshell saying that Ned has proposed to her. Peter is ready to tell her about Spider-Man, when she explains that she wants a stable home life without excitement and danger that an adventurer or a hero like Spider-Man would have. Peter, hurt by her subtle rejection of him leaves her in tears when he storms out. Though Peter returns home, Betty calls so much that he realizes he must clear his head and go out and fight crime. As he does, police have cornered the Cat Burglar and Spider-Man makes chase. The Cat gets Spider-Man off balance and tries to bring a water tower crashing down on him. As he flees, the police corners him on the roof, and he throws a smoke grenade to hide inside a chimney where they eventually arrest him. Peter is dejected and cuts short any attempt of conversation by Betty as he sells more pictures to Jameson.

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