Witness the birth of one of Spider-Man's greatest enemies, the grotesque Dr. Octopus!
As Spider-Man revels by the that fact that is no longer challenging dealing with the criminals of New York city an atomic scientist Dr. Otto Octavius (given the name Doctor Octopus by his peers due to the four remote-controlled "arms" he had created to handle radioactive materials) is conducting an experiment when it suddenly goes wrong. During the failed experiment an explosion causes Octavius to be exposed to a large quantity of radiation which causes the robotic arms to fuse to his body and be controlled by his mind alone. Now on the verge of insanity, Dr. Octopus begins his criminal career. Meanwhile as J. Jonah Jameson's learns of the accident he sends Peter Parker to obtain some pictures for the Daily Bugle and as Spider-Man, Peter sneaks into the hospital to take some photos of the recovering Doctor. Upon arriving though Peter discovers that the Doctor has turned evil and the two do battle with Octavius coming out on top and escapes after his victory.
Peter is left feeling down being defeated ponders if his career and photographer job at the Daily Bugle is no more. Doc Ock meanwhile returns to the research facility determined to gain control over a great amount of atomic energy. Soon the Fantastic Four are called in to attempt to stop Octavius though they are forced to decline due to other commitments but send the Human Torch to provide some assistance. The Human Torch, recovering from a viral illness, speaks to the students at Peter's high school. Upon hearing his motivational speech, Peter is inspired to take on Doctor Octopus once again and is able to defeat the Doctor in battle by firing his web into the Doctor's eyes thus blinding him temporarily and giving Spider-Man the chance to get the upper hand. Having defeated the Doc, Spider-Man then seeks out the Human Torch to inform him that the Doctor has been dealt with and to thank him for encouraging him not to give up though the Torch is somewhat baffled and confused from the sudden thanks from Spider-Man.
Note: The second cover is the Greg Land reprint promo for the 2004 movie tie-in.