Peter Parker leaves the house of Liz Allan after having tutored her and goes to retrieve his spider-signal which he left on a rooftop in the previous issue. When he retrieves it he notices a group of thugs about to steal a car. Peter uses his spider-signal to alert a police officer about the crooks and the officer promptly arrests them while Peter takes pictures.
The next day Peter arrives at the Daily Bugle to try and sell the pictures he took the previous day. He convinces Jameson to buy them by pointing out that they make Spider-Man look bad. Betty Brant berates Peter for knocking Spider-Man just to sell pictures. Just then a scientist named Spencer Smythe arrives with a robot claiming he has a way to defeat Spider-Man. Jameson dismisses him as another crackpot but Peter suggests that they hear him out, not taking Smythe seriously. Symthe claims that the robot can sense the presence of a spider anywhere and uses Peter as a test subject, handing him a jar with a spider in it. The robot wraps Peter up in its steel strands which to Peter's horror he cannot break. Jameson is impressed by the demonstration and walks off with Smythe to work out the details. Betty yells at Peter for his ungrateful attitude towards Spider-Man.
Later at school Flash Thompson, jealous of all the attention Liz is giving Peter, challenges him to a fight after school.
Meanwhile at the Bugle, Smythe sends his robot after Spider-Man which Jameson is able to operate from the building.
Back at school Peter notices the robot coming after him. Peter quickly flees the school with Flash and his friends thinking that he is too cowardly to fight. Peter quickly loses everyone by jumping on to a nearby roof and changing into his Spider-Man costume. Just then he is ambushed by the robot and the two begin a chase through the city. Spider-Man quickly discovers that his webbing doesn't work on the robot. At the Bugle, Betty attempts to help Spider-Man by pretending to trip and unplugs the control panel. Jameson quickly plugs it back in and shoves Betty out. Betty tries to phone Peter thinking he can get Jameson to stop. Unable to reach him she heads for his house.
When she arrives she notices Flash and his friends standing outside waiting for Peter. As Betty enters the house she is joined by Liz who wants to warn Peter that Flash is waiting. Aunt May informs them that Peter isn't there and introduces them to Anna Watson's niece Mary Jane. Both girls quickly let themselves out upset at more competition for Peter's affections. Flash is the only one to remain outside Peter's house.
Meanwhile an exhausted Spider-Man still can't escape the robot and is finally captured. Jameson and Smythe leave the office in order to unmask him. But before they arrive Spider-Man is able to take advantage of the fact that his hands can stick to anything and manages to open the robot's chest plate. When Jameson and Smythe finally arrive at the scene they discover that Spider-Man has escaped leaving only his costume. As Jameson fumes Peter takes some pictures.
Back at the Parker home Flash spots Mary Jane leaving and is amazed by how beautiful she is. A police officer then orders Flash to move along. When Peter arrives home Aunt May confronts him with his spare Spider-Man costume. Peter quickly explains that he was using it for a prank and his aunt buys it, taking the costume away. With that being his last suit Peter Parker is now a super-hero without a costume.