The Master Planner who has been running experiments and stealing radioactive material is actually Doctor Octopus. Meanwhile, Peter Parker is delivering new photos for The Daily Bugle when he’s spotted by Betty Brant. Peter is conflicted by the fact that she loves him but hates Spider-Man and he decides the best thing is to make her angry so she forgets about him. Ned tries to reason with Peter, but he shoves Ned aside and chooses to not burden Betty with his secret.

After this, Peter goes to the hospital where he learns Aunt May is dying because of radioactive material in her blood. He figures that she may have received this from him during a blood transfusion. Feeling responsible for not only Uncle Ben’s death but now perhaps Aunt May’s, he’s determined to save her. He realizes Curt Connors may be able to help and he swipes a vial of her blood, and brings it to him for help.

Pete raises money to get a serum called ISO-36 which may save Aunt May. As they prepare for its arrival, Dr. Connors is told that it’s been stolen and Spider-Man goes to track it down. Spider-Man tears up countless henchmen hideouts, throwing cars like toys, and finally finds a trap door in an alley. He follows Master Planner’s henchmen to an area where the ISO-36 serum sits unguarded.

As he’s shocked off the ceiling with electricity, he begins a fight with Doctor Octopus who is frightened by the intensity and strength Spider-Man now shows. As he hurls a rock at Doctor Octopus, he destroys a support beam and the entire lab comes crashing down. As he’s trapped underneath a huge and heavy iron unit weighing tons, drops of water come splashing on the canister of ISO-36, with the river slowly flooding the lab.

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