FEATURE: X-Men [Angel; Beast; Cyclops; Iceman; Marvel Girl [Jean Grey]; Professor X]; GUESTS: Candy Southern (1st; Spelled Sothern); Ted Roberts; Zelda; Vera; Bernard The Poet; VILLAIN: Cobalt Man [1st; Ralph Roberts]; CAMEO: Iron Man
The X-Men are given a weekend off and head out for some fun. Cyke and Angel visit Jean in college and find her engaged with brothers Ted and Ralph Roberts. Ralph, who used to work for Tony Stark, takes them all to his lab where he puts on his new Cobalt Man suit to impress his brother. Going a little batty, Cobalt Man wrecks the lab and heads out to Stark Industries to confront his old boss. The X-Men assemble to battle him before his suit becomes radioactive and blows up.
Spider-Man [Peter Parker]; GUESTS: Aunt May Parker; Curt Connors; Frederick Foswell; J. Jonah Jameson; Betty Brant; Dr. Octopus' Henchmen (villains); CAMEO FLASHBACK: Uncle Ben Parker (cameo flashback); Kraven (Last panel teaser, cameo)
Trapped under a pile of rubble in an underwater base that is filling with water, Spidey has to use all of his strength and determination to break himself free as Aunt May's life hangs in the balance. Spidey escapes and takes down Doc Ock's goons so he can deliver a serum that will remove the radiation from his Aunt's system.