Spider-Man [Peter Parker]; Harry Osborn (introduction); Gwen Stacy (introduction); Master Planner; Aunt May Parker; Flash Thompson; Dr. Bromwell; Professor Warren; J. Jonah Jameson; Frederick Foswell; Betty Brant; Ned Leeds; Foxy Briggs
Aunt May falls deathly ill on Peter's first day of college. Meanwhile, the Master Planner is stealing scientific gadgets.
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.