> Amazing Spider-Man Masterworks Volume 1

From the Mouths of the Marvels:

"What do I do now? I've never been beaten before! But this time, my spider powers were not enough! Is this the end of Spider-Man?"

- - Spidey, page 10

Doc Ock's robotic arms aren't the only arms he's got that can apply (emotionally) torturous pain!


Amazing Spider-Man #3
July 1963 • 22 pages

Publication Date: April 9, 1963

Letters Page: Page OnePage Two

House Ad: Ad #1

Ranked #35 in 100 Greatest Marvel Comics of All Time list

I: Feature Story: "Spider-Man versus the Strangest Foe of All Time...Doctor Octopus"

Pages: 21

Script: Stan Lee
Pencils: Steve Ditko
Inks: Steve Ditko
Letters: John Duffy

First Appearance: Doctor Octopus/Otto Octavious

Villain: Doctor Octopus

Origin: Doctor Octopus

Guest Appearance: J. Jonah Jameson, Aunt May, Liz Allan, Flash Thompson, Human Torch/Johnny Storm

Gadgets & Technology: Spider signal

Synopsis: While Spider-Man busts up a bank robbery in the middle of the night, he laments that this kind of crime-fighting is almost too easy and that he wishes he had a tougher opponent. Ironically, at an atomic research center across town, Dr. Otto Octavious is working with his specially designed robotic arms with which he is able to perform highly radioactive experiments from behind lead-shielded walls. Unfortunately, there is an explosion in the laboratory and Octavious, aka Doctor Octopus, is caught in the blast. His robotic arms are fused to his body, and somehow are able to receive mental commands and perform tasks as if they were his own arms and hands. Seemingly demented from the traumatic experience, he kidnaps hospital authorities and forces them to do his bidding.

J. Jonah Jameson employs young Peter Parker to go out and get the scoop on what happened to Dr. Octopus, and the teenager sets out to the hospital, which has closed admission to all civilians - but he does so as Spider-Man! He climbs up the wall and listens in to the conversation Doc Ock is having with his hostages, the mad scientist threatening them to get him equipment with which he can carry on his research. Spider-Man bursts in to rescue them, and the octopus-like tentacles of the mad doctor reach out to grab him. Octopus easily snaps the webbing that Spider-Man casts at him with his strong pincer claws, and he holds Spidey up like a rag doll, slapping him as if he were a defenseless child and tossing him out the window in defeat. Spider-Man wonders if he's finally met his match.

Doctor Octopus infiltrates his former employer at the Atomic Research Center and takes over part of the plant. He sets up barricades so nobody can get in, and thus he is able to carry on his experiments in the plant without interference.

Peter has to decline offers to sell photos to JJJ, simply because he could not snap them while going down in defeat! And while at school, Parker is humbled by comments he overheard that the FF are going to try and stop Doctor Octopus. That day, though, he hears an inspirational lecture by Johnny Storm to the student body of Midtown High that encourages him to not give up, and he decides with new resolve to take the fight back to the mad scientist.

Spider-Man uses his web-spun slingshot to propel himself onto the plant's rooftop. There, he catches the eye of Doctor Octopus, who tries to attack him with self-defense mechanisms spread around the plant. The clever teenager evades all traps, though, and heads into the chemical lab where he concocts a special solution that he ties to a rope. In their next face-off, he uses the acidic solution to fuse together two of Doc Ock's pincer arms, but Octopus merely employs them as a battering club against Spidey. In close quarter combat, it appears the prehensile arms seem to be winning the day by pulling Spider-Man into a tightly bound grip, but the closer Spider-Man comes to the Doctor, the more able he is able to land a solid hook to his chin! In so doing, he knocks him out, and the battle is over! He ties Doctor Octopus up in some webbing, leaves him for a patrol to find, and alerts them with his spidey signal.

In fact, Spider-Man finds the location of the Human Torch, who is busy getting a physical at the doctor's office, and he tells him that he doesn't need to go out and capture Doctor Octopus, as he's already safely in custody. He also thanks the Torch for being an inspiration to him, which confuses the fiery super-hero.

II: Pin-Up:

Pages: 1

Spidey action pose, signed "From your pal, Spider-Man"

--synopsis by Gormuu

Issues Reprinted
Spider-Man from Amazing Fantasy #15 and
Amazing Spider-Man #1-10

Click on cover image to learn more about each issue.


AF #15

ASM #1

ASM #2

ASM #3

ASM #4

ASM #5

ASM #6

ASM #7

ASM #8

ASM #9

ASM #10


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