While Peter and Gwen attend a science symposium, Doc Ock attacks! The 8-limbed menace aims to make off with a piece of military hardware, but Spidey's got something to say about that!
During the day at Empire State University, Professor Warren asks Peter Parker if he would like to go to a new science exhibit where a new nullifier is on display. Peter agrees and takes along Gwen Stacy. In the middle of the exhibit, where it is being explained that the nullifier can shut down almost any type of missile, Doctor Octopus appears and steals the nullifier. In the confusion Peter manages to go and change to Spider-Man. Spider-Man then goes and confronts Doc Ock, and the two fight. Spider-Man seems to have an upper hand when he webs up Doc Ock's glasses, but Ock drops the nullifier, intending for it to crush the crowds on the ground. Spider-Man puts a Spider-Tracer on Ock before saving the nullifier and changing to Peter Parker.
Peter and Gwen then leave for their favorite coffee shop, ironically called the Coffee Bean. Whilst there, Aunt May and Anna May Watson drop in and tell Peter that they have placed an ad for a guest in their house, since there's an extra room. Peter then takes Aunt May and Anna May Watson home before going after Ock.
Meanwhile, Doc Ock has found the Spider-Tracer Spider-Man planted on him and rigs up a trap, so that when Spider-Man enters the room the Tracer is in he will be blown to pieces. Spider-Man arrives and almost falls for the trap, but trusts his spider-sense and uses a ball of webbing as a mine detector. The room explodes as Ock planned but unknown to him, Spider-Man is not in it. Doc Ock then decides that he will need a new base which no one would suspect him hiding in, and a note at the bottom says that next issue Doctor Octopus will board with Aunt May!
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