I'll Take Manhattan!

Spider-Man has completed construction of his new web-shooters and is taken them out for a test, and they work as expected. He has constructed them out of space-age plastics that will render them undetectable by metal detectors. They are more light-weight and have more webbing features. Most importantly, they are equipped with a LED light that indicates when he is running low on web-fluid. Lastly, they are also equipped with a launcher that can fire his spider-tracers with more accuracy than throwing them had in the past. Heading home, Peter comes through his skylight just as his Aunt May and Mary Jane's Aunt Anna are coming for a visit. Peter quickly hops in the shower since he doesn't have time to get out of costume. After his ruse works, Peter has time to change out of his costume and join the two women in his living room. Both Aunts want to take Peter out for dinner while Mary Jane is off on a modeling assignment.

Meanwhile, in New Jersey, Doctor Octopus is attempting to rent a crop-dusting helicopter. However, the owner of the company refuses to let Octopus and his men pilot it alone due to insurance issues. Octavius responds by killing the owner's assistant, convincing him to bend the rules. The next morning, Peter is at the daily bugle because he is pressed for cash once again. He runs into reporter Joy Mercado, who compliments him on the photos of Doctor Octopus. When he asks her about work, she suggests that he check with the Daily Bugle's society editor before running off to investigate a labor riot that has erupted at city hall. Joe Robertson overhears Peter's financial woes and suggests that Peter looks into another line of work that offers him a steady income. This advice comes as a shock to Peter, but Joe insists that he's only trying to offer advice. That night, Spider-Man is web-slinging across the city searching for a crime. He thinks about another line of work, and how when he was in school, all he wanted to be was a scientist. Suddenly, the wall-crawler hears a scream that sets off his spider-sense and heads in the direction of the danger. Spider-Man arrives at the scene of a society party that is being robbed by armed men in masks. Spider-Man goes quickly into action and webs up ost of the crooks, but one of them manages to get out onto the balcony with a valuable painting. Spider-Man webs him up, but the painting is smashed in the process. The owner is furious over the loss. Spider-Man finds this ungrateful and angrily punches a sculpture on the balcony to pieces. The owner then informs Spider-Man that it too will be added to the list of damages in a lawsuit he intends to file against the hero. Spider-Man decides to make a hasty departure before he gets more grief and decides to try and pick up on Doctor Octopus' trail.

At that very moment, Doctor Octopus attacks at a high-security military lab on Long Island. There he overpowers the guards and steals a deadly military weapon that he intends to use to destroy Spider-Man, by wiping out all of New York City. The following afternoon, Peter Parker is relaxing at home when he gets a phone call from his wife Mary Jane, who tells him that she will be returning from her photo shoot by the end of the weekend. After he gets off the phone, Peter catches a news bulletin about Doctor Octopus. Learning that his old foe has stolen a deadly biological weapon, Peter realizes that he has to find Doctor Octopus as soon as possible. As Spider-Man, Peter scours the city to learn where Doctor Octopus is hiding out. When he eventually learns the location of his enemy, he heads there in the hopes of stopping him before it's too late.

Doctor Octopus has set up his operations within the World Trade Center. He has his men put on biohazard suits and orders them to get the helicopter ready to fly, intending to spray the city with the biological weapon to wipe out the city in order to destroy Spider-Man, and his crippling fear of the masked hero. As he gives the command for the helicopter to fly, Spider-Man comes crashing in through the window. At the sight of his arch-nemesis, Doctor Octopus enters a catatonic state again. When Spider-Man demands one of his goons call back the helicopter, they explain that they can't because only Doctor Octopus has the code phrases to make the pilot abort his mission. Realizing that he may have doomed the entire city, Spider-Man suddenly notices that Doctor Octopus' arms are starting to act subconsciously on their own. As he dodges the flailing limbs, Spider-Man realizes that there is only one way to snap Otto out of his catatonic trance.

Recalling how Otto's mental break started when Spider-Man convinced Octavius that he can never win against him, Spider-Man realizes the only way to snap Otto out of this is to let his foe defeat him. Spider-Man allows himself to be struck by Octavius. When his minions begin cheering Doctor Octopus on, he begins snapping out of his catatonic state. Spider-Man then lures his foe up to the top of the World Trade Center where he allows Otto to pummel him some more. With Spider-Man on the ropes, Otto gloats over his final victory. That's when Spider-Man points out that if he allows the biological weapon to be sprayed over the city, he will kill everyone who witnessed his triumph. This makes sense to Otto, who swings back down into the building to give the abort code. With the city now safe, Spider-Man asks Doc Ock if he intends to kill him. However, Doctor Octopus lets Spider-Man free, deciding to let his oldest enemy live to endure the humiliation of being defeated by Doctor Octopus.

Wracked with pain, and barely believing that he saved the city, Spider-Man then painfully heads home. There he peels off his costume and thinks about how he succeded using his wits. Although it was a painful experience, he liked the idea of stopping the danger without using his fists and realizes that he must be suddenly grown up.

Recurring Characters

Spider-Man, Doctor Octopus, Mary Jane Watson, Aunt May, Anna Watson, Joy Mercado, Joe Robertson

Continuity Notes

• The depictions of the original twin towers at the site of the World Trade Center and 200 Park Avenue being labelled the Pan Am building should both be considered topical references per the Sliding Timescale of Earth-616.

• Although this story depicts Peter and Mary Jane as being married, Mephisto altered reality in Amazing Spider-Man #545 so that their marriage never happened. As a result, Peter Parker and Mary Jane are merely commonly-law partners instead.

• The depiction of the original twin towers at the site of the World Trade Center, and Doctor Octopus' statement that New York City has 8 million people should be considered topical references per the Sliding Timescale of Earth-616.

• Spider-Man convinced Doctor Octopus that he could never be defeated in Peter Parker, The Spectacular Spider-Man #79.