Klaus Janson; Al Williamson; Keith Williams; Mark Texeira; Tom Palmer; Joe Rubinstein (pages 26-30)
Spider-Man [Peter Parker]; GUESTS: Jimmy Costas (The Burglar's Nephew); Mary Jane Parker; VILLAINS: Stewart Smalls; Bill Smalls; John Maxwell; Ms. Bain; CAMEOS: Aunt May; Uncle Ben; Crusher Hogan; The Burglar; Flash Thompson
The origin of Spider-Man is told. A couple of goofs steal a prototype weapon from their employer who is dying to get it back. The Burglar's Nephew decides against a life of crime.