Peter moves in with Harry and is confronted by The Shocker for the first time!
At the start of this issue, Spidey is clinging to the wall of a building on an ordinary day, when it suddenly starts violently shaking. Spidey flips up to a lamp post, then sets up his automatic camera and goes into the building. Inside he finds a safe-cracker in a strange costume. Spidey jokes around like he usually does, but the man in the strange costume doesn't seem scared or worried about Spidey. The stranger punches in Spidey's direction, with Spidey still mocking him, but Spidey stops mocking him a second later when he is almost hit by a violent vibration wave. The stranger introduces himself as the Shocker. Landing on his good hand since his other was injured two issues ago, Spidey pushes himself forwards and kicks Shocker with both feet. Still unworried, Shocker punches Spidey with a punch more powerful than it should be, due to the fact that he added a trip-hammer vibration shock to his punch. He continues punching Spidey, while boasting that the vibro-shock units on his fists make his punches a dozen times more potent than normal. Landing on the ground, Spidey wonders how he can beat Shocker with an injured arm and against Shocker's power. Just before Shocker is about to fire another vibration at him, Spidey jumps up and punches him in the gut. He manages to get a second punch in, but it doesn't do much as Shocker can make his costume vibration, deflecting the force of the punch. Shocker finishes off Spidey by punching him with both fists at once, knocking him out. Shocker then leaves with the money he has.
Seconds later, Spidey climbs out of the rubble, thinking that he knows how a bell clapper feels. However, he may be hurt, but he is glad that he has some pictures of Shocker, since they'll sell a lot. Changing to Peter Parker, he heads down the street whilst he thinks that he wants to be sure that next time he fights Shocker, he can use both arms. By complete chance, Peter passes Harry Osborn who is driving by, and accepts a ride from him. Harry explains that his father, Norman Osborn, has gotten him an apartment with two bedrooms, and offers for Peter to move in with him. Peter tells Harry that normally he'd accept first thing, if he didn't have to think of his Aunt May who is dependent on him. However, he tells Harry that if it's okay with her, he'll accept Harry's offer. Peter then gets out of the car and heads into the Daily Bugle.
Once inside, Peter passes Frederick Foswell without even noticing him say hello to him. Frederick doesn't mind though, as he's been meaning to tail Peter for a while to find out how he gets such good pictures of Spidey, and that there'll be a good story. Peter heads into J. Jonah Jameson's office to sell the pictures of Shocker. He negotiates with Jonah over how much he'll get for them, but when Jonah calls Betty Brant to write Peter a cheque, Jonah gets annoyed since it's a coffee break. He writes Peter out the cheque himself, whilst Peter jokes that money slips through his fingers like glue. Peter leaves as Jonah gets angrier and angrier since Betty's not the only one on coffee break. Outside, Peter remembers he has to head to the train station to meet Aunt May, without noticing that Frederick Foswell, in his alias as "Patch" is tailing him.
Meanwhile, in another part of town, Shocker heads to his hideout, an abandoned loft building. He opens his suitcase and is pleased at how much money he has won, thinking that it's what he dreamed of before he got his vibrating power. In a flashback, Shocker (without his costume) is trying to break open a safe, but is caught because there's extra guards on. He is sent to jail, to work in the prison shop since he's good with tools. However, his mind is on other things, as he thinks about how when he gets out of jail, he'll design tools that can open a safe quickly and quietly. At one point, the man who becomes the Shocker has a brainwave as he realises a device which could shake a door loose would be more effective than anything else. He designs his device in the prison workshop, and after many months, he is finished. In the middle of the night, the Shocker uses it on the prison wall. The device does work, but the feedback is so strong that Shocker is almost killed. Once he's out of prison, Shocker designs a costume which is insulated so that he won't be hurt, has enough batteries for a lifetime supply, and has his vibrating device on his hands where it is thumb operated. From that moment on, the Shocker was born.
At the station, Peter meets up with Aunt May, who is worried about news she has for him. Aunt May tells him that Anna Watson has offered for her to move in with her, but that she's worried that Peter would be by himself. Peter, however, tells her about Harry's offer earlier in the issue and that she'll at least be able to sell the house and get extra money.
A short time later, Aunt May and Peter arrive at Anna Watson's house to tell her the good news. Mary Jane and Peter go off to celebrate the good news with Harry, Flash Thompson and Gwen Stacy. A stranger asks if they saw the extra the Daily Bugle printed with Spidey being beaten by Shocker. Flash defends Spidey by saying that he either wasn't trying or that the photos are fakes. Peter decides he wants to go after Shocker, so claims that he needs to go home and pack his bags for when he moves in to Harry's place.
Outside, in an alley, Peter changes to Spider-Man, but just as he finishes changing, his Spider-Sense tingles and sees "Patch". "Patch" works out that since Peter Parker entered the alley and now only Spidey is to be seen, Peter Parker must be Spider-Man. A moment later, he hears two voices though: Peter Parker's and Spider-Man's, talking about how much money Spidey should get for the pictures Peter takes. Changing his voice by lowering and raising his mask whilst he changes back to Peter, Peter then webs up his costume and gives it a push so it looks like Spidey is swinging away. Patch thinks he's an idiot for thinking Peter could have been Spidey, without realising that that's exactly what Peter wanted him to think. Once Patch has left, Peter changes back to Spidey and gets rid of his sling. He then goes looking for Shocker, but isn't sure where to look until he overhears a police officer talking about a bank that's shaking.
Spidey heads for the bank, where he finds Shocker once again. Still overconfident, Shocker fires a vibration blast at Spidey, knocking him from the wall, but before he can do anything else Spidey makes a "web cushion"to break his fall. Spidey kicks a piece of fallen pillar at Shocker in the hopes it will knock him over, but Shocker blasts it to pebbles before it can reach him . Spidey then leaps at Shocker, about to punch him, but Shocker punches him before he can reach him. However, Spidey kicks Shocker with one foot whilst he has his other leg against the back of Shocker's leg. Trying to grab him ,Spidey is unsuccessful because Shocker vibrates himself out of Spidey's grip. Shocker throws Spidey away, then tries leaping at him. Spidey clings to the ceiling and punches Shocker below him, but Shocker keeps vibrating himself so the blows don't hurt as much. Spidey realises how he can beat Shocker, so just as Shocker is about to fire another vibro-blast, Spidey shoots webbing at Shocker so that his thumbs can't reach the triggers to fire his vibro units. Once he's powerless, Spidey knocks him out and takes his vibro units off Shocker's hands. Leaving Shocker tied up in a web, Spidey leaves him and heads home.
The next morning, Peter says his goodbyes to Aunt May before leaving, both of them sad. He rides his motorbike to Harry's apartment, but once there, Peter doesn't feel happy, although he doesn't know why.