> Amazing Spider-Man Masterworks Volume 2

From the Mouths of the Marvels:

"The poor dear! I worry about him so! He's not as rough and thick-skinned as most other boys! He's sensitive- and he worries more than he'll admit!"

- - Aunt May, about her nephew, page 4

Spidey noir from Steve Ditko! Betcha a dollar this panel kept Frank Miller up at night....


Amazing Spider-Man #13
June 1964 • 22 pages

Publication Date: March 10, 1964

Ranked #67 in 100 Greatest Marvel Comics of All Time list

Letters Page: Page OnePage Two

I: Feature Story: "The Menace of...Mysterio!"

Pages: 22

Script: Stan Lee
Pencils: Steve Ditko
Inks: Steve Ditko
Letters: Artie Simek

First Appearance: Mysterio

Villain: Mysterio

Guest Appearance: Liz Allan, Betty Brant, Flash Thompson, J. Jonah Jameson, Aunt May

Origin: Mysterio

Synopsis: Late at night, there's a strange sight while a robbery is taking place - from the window of the building being robbed springs Spider-Man! He evades police bullets and webs up some policemen as he escapes. The next day, an APB is put out for the capture of the thief, Spider-Man. While the public wonders what is going on with the city's erstwhile defender, Peter Parker wonders if maybe he's not cracking up! He doesn't sleep easily that night, and when he awakes to more news reports of the Spider-Man crime rampage, he decides to go see a psychiatrist. He quickly leaves the shrink's office when he realizes he would risk giving up his secret identity if he went under hypnosis! Under intense strain, Peter goes to ask for a loan from J. Jonah Jameson to forestall a late mortgage payment by his Aunt May. On his way in to the office, the uptight Parker is very curt to Betty Brant, causing her to wonder if Peter doesn't like her anymore. JJJ refuses to loan Peter the money, telling him to go out and get some more pictures instead.

Despite there being an order out for his arrest, Peter is desperate for cash and takes to the streets as Spider-Man, hoping to get some prime action shots. Within minutes, the citizenry of New York is enraged at the very sight of Spider-Man, and Peter has to cash it in and go home. At school, the newly-coiffed Liz Allan shows off her new hairdo to Peter, who says she looks great and causes immediate jealousy in Flash Thompson. Later at the Bugle offices, JJJ is in a staff meeting, discussing a note he received from someone claiming they could beat Spider-Man once and for all. The man who wrote that note appears in the doorway, shrouded by a billowing cloud of smoke...and he calls himself Mysterio! He tells Jameson that he is going to defeat Spider-Man in battle if Jameson publishes a note in an "extra edition" that tells Spider-Man to meet him on top of the Brooklyn Bridge, "if Spider-Man wants to learn the truth about himself."

Peter reads the note in the next day's Bugle, and realizes this could be the key to his anxiety. He heads to the Brooklyn Bridge as instructed and is greeted by the mysterious Mysterio! He appears from out of nowhere cloaked in smoke, then uses acrobatic skills to assault Spidey. He evades Spidey's punches by standing at 90 degrees on the side of the sheer bridge wall. He stops Spidey's web from getting anywhere near him, and then produces a thick wall of smoke from which he is able to land punch after punch on Spider-Man. Having had enough, Spidey takes a jump off the Brooklyn Bridge down into the water below. The police send a helicopter out to pick him up, but Spidey escapes by swimming under the surface. As he reflects that night, Peter thinks he is on to why he's been so bothered lately.

The next day, Mysterio is given a hero's parade downtown. As the public stands by to cheer him on, only Flash Thompson dissents, saying that Spider-Man is still the good guy. Mysterio meets with JJJ up in his office, telling him that once he beats Spider-Man for good, he'll reveal his identity (as well as claim a huge cash reward from Jameson!) Peter shakes his hand, and discreetly plants a spidey tracer in his cloak. On his way out, Peter unintentionally brushes off Betty, causing her to further worry about their relationship.

Spidey follows his spidey tracer to its source, finding Mysterio milling about outside a TV studio. Spidey launches an attack, but Mysterio creates another cloak of smoke and disappears inside, landing punches left and right. Spidey lands on his butt and seems to surrender, asking Mysterio to at least tell him who was behind those crimes committed in Spider-Man's name. Since he is about to defeat Spider-Man anyway, Mysterio cackles that he might as well tell him everything! Mysterio tells of his origins as a stuntman and special effects wizard who set out to imitate Spider-Man's every ability through technological wizardry. He decided to commit crimes so Spidey would get blamed, and then create another alter ego called Mysterio, who would be celebrated for defeating the real Spider-Man! Spidey, having heard enough, tells Mysterio he's got his confession put down to tape with his Spidey recorder. Spider-Man hops up and starts to land some punches of his own against Mysterio, having finally figured out how to get the edge on the villain.

Their fight takes them through several sound stages on the movie set, spilling across scene after scene of alien and science fiction films. Finally, Spider-Man lands a knockout punch and carries the villainous Mysterio off to the police. When Jameson hears about Mysterio's confession, he goes into another apoplexy, worrying he's going to appear as a laughingstock again. Spidey drops by to heckle Jonah a little, telling him he doesn't appreciate the lengths to which JJJ goes to embarrass him. To show his appreciation, Spidey webs Jonah to the ceiling by the seat of his pants.

--synopsis by Gormuu

Issues Reprinted
Spider-Man from
Amazing Spider-Man #11-19 and Annual #1

Click on cover image to learn more about each issue.


ASM #11

ASM #12

ASM #13

ASM #14

ASM #15

Ann #1

ASM #16

ASM #17

ASM #18

ASM #19


Website design by Doug Roberts and John Rhett Thomas. All images on this site are copyright of Marvel Comics. This site is for reference purposes and promotion of the Masterworks line of books as well as Marvel Comics and their properties.