Upset by the headlines of the recent "Daily Bugle", Spider-Man climbs towards J. Jonah Jameson's window just in time to see Jameson's temporary secretary quit...and to see Betty Brant return. Meanwhile, Dr. Octopus continues his crime spree in the hopes that Spider-Man will attack him once more so Octopus can prove his superiority over the web-slinger. However Spider-Man's alter identity of Peter Parker has been busy dealing with his Aunt May and his schoolwork.
Figuring that Spider-Man risked his life to save Betty Brant once before (in the last issue), Dr. Octopus snatches her away from the "Daily Bugle" building and takes her to Coney Island as his captive, telling Jameson to print a challenge to Spider-Man in the "Bugle" in the process. Sending Peter to take pictures of the inevitable fight between Ock and Spidey, Jonah is convinced he should be at Coney Island as well. Weakened by a virus, Peter dons his Spider-Man garb and heads for the island, even as Betty tries to slip away from Ock unnoticed while he's preparing to fight the wall-crawler. As Jameson arrives at Coney Island with the police, Spider-Man battles the tentacled Doc Ock who easily overpowers the suffering Spidey. Unmasking Spider-Man, Dr. Octopus can't believe that lowly photographer Peter Parker is actually the real identity of Spidey. Neither Jameson nor Betty Brant believe it either, as they both think Peter foolishly tried to play hero. After a good night's rest, Peter feels like his old web-spinning self again. On the flip side, Doc Ock is angered because he feels the "real" Spider-Man ignored his challenge. Octopus next decides to release wild animals from the zoo in order to trick Spider-Man into action. After rounding up all of the loose beasts, Spider-Man and Doc Ock battle high above the city. Crashing down into a deserted sculptor's studio, the pair accidentally start a fire which threatens both of their lives. Saving himself, Spider-Man wonders whether or not the firemen will be able to get Doctor Octopus out of the blaze. They do and then turn him over to waiting police officers who are more than willing to incarcerate the criminal.