> Amazing Spider-Man Masterworks Volume 2

From the Mouths of the Marvels:

"You never give up, do you?!?! I bet you're still wearin' a Vote-For-Dewey button!"

- - Spider-Man, to Kraven, page 20

Can any super-group with the Vulture truly claim the tag "Sinister?!?!?!"


Amazing Spider-Man Annual #1
1964 • 72 pages

Publication Date: June 11, 1964

Letters Page: No letters page published in this issue.

I: Feature Story: "The Sinister Six!"

Pages: 41

Script: Stan Lee
Pencils: Steve Ditko
Inks: Steve Ditko
Letters: Sam Rosen

First Appearance: The Sinister Six

Villain: The Sinister Six: Doctor Octopus, Mysterio, Electro, Kraven, Sandman, the Vulture

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

Cameo Appearance: Thor, Dr. Strange, Fantastic Four, Giant-Man, the Wasp, Captain America, X-Men, Iron Man

Flashback Cameo: Uncle Ben, the Burglar

Marvel Milestones: Doc Ock arms removed from his body

Synopsis: State Prison officials have managed to separate Dr. Octopus from his tentacled arms. While he awaits transfer to another prison, he mentally commands his arms to break him out of jail. As Spidey reads about Doc Ock's escape, he notices Thor fly by (perhaps on his way to FACE THE GREY GARGOYLE?) Meanwhile, Dr. Octopus has wasted no time out of prison to get an elite collection of super-villains together: Electro, Kraven, and Mysterio. They wait for two more before Doc Ock will explain why he has gathered them.

Peter Parker is getting taunted by Flash Thompson and his pals, when none other than Dr. Strange walks by in his apparitional state (maybe he just returned from having MET LOKI?) This settles everyone down, and allows Peter to change into Spider-Man so he can investigate a passerby who triggered his spidey sense. He follows the man through the alley, but then the man's clothes simply fall to the ground, with no body inside! Spidey has to give up the chase in the city sewers, not knowing that it was in fact Sandman, on his way to Doc Ock's meeting! He swings back home and notices Aunt May in the attic, sitting over pictures of her husband Ben, crying. Peter is put in a forlorn mood as he recalls his past, when he didn't stop the burglar that later killed his Uncle Ben.

As he tries to return home, he hops across one rooftop to another but realizes he's lost his powers! Hanging from a flagpole, he hopes the passing Fantastic Four (who must have just TAKEN ON DIABLO!) will help him, but they just pass him by. Spidey crawls over to the side of the building and into an open window, wondering how it is that he's lost his powers. He heads home, thinking this must be the end of Spider-Man!

Finally, at Dr. Octopus' lair, Sandman and the Villain have shown up to make the first meeting of the Sinister Six! Octopus discusses the plan: they will each face Spider-Man at the locations of their choosing, taking him on one-by-one in escalating battles. Steadily, he will grow more and more tired, should he defeat any one them, until finally, he meets his utter defeat at their combined hands. The next morning, Aunt May asks Peter what seems to be wrong with him, but he's not forthcoming. She wonders if it's because he's thinking about troubles with Betty Brant. Peter doesn't show up at school that morning, and when Aunt May finds out, she calls on Betty Brant to see if she knows what's going on. What they don't know is that Peter is wandering the streets wondering what his next move should be in life, since of late it has revolved completely around Spider-Man. Disturbing his thoughts is Giant-Man and the Wasp busting up a car thief's plans. (Had to have been right after Hank squared off against THE INCREDIBLE HULK!).

When Aunt May goes to visit Betty Brant at the Daily Bugle, Electro and Sandman are there to kidnap them to use against Spider-Man. J. Jonah Jameson witnesses the kidnapping from above. They take the two women to Dr. Octopus, who plays nice with both of them. Aunt May thinks he is a "nice, soft-spoke man", but Betty warns her not to let him fool her. The Vulture flies to Jameson's office to tell him they have Betty Brant, and Spider-Man will have to come rescue her. He tells Jameson to run an "extra edition", telling Spider-Man to meet him at Stark Electric Plant Building #4 for further instructions. Jameson tries to contact Spider-Man quicker through the FF, Captain America, and the X-Men, but none know where he is. Peter goes home and wonders if he should go into battle without super-powers, but realizes there is no other option with Aunt May and Betty's life on the line. He puts on his costume and heads to the electric plant.

Once inside, he sees his first foe, Electro, brandishing a small note card that the villain tells him he'll have to defeat him to get! It contains Spidey's instructions to get to Betty Brant. Electro hurls a bolt of electricity at Spider-Man, who leaps out of the way! Spidey realizes that he has his powers back, and he chalks it up to a psychosomatic thought in his mind when he felt really bad about his Uncle Ben. The two super-powered men fight with all they have, and Spidey takes the smart step of shutting off the power plant's electrical flow, which stems the power feeding into Electro. He grounds himself with a groundwire around his ankle, then leaps towards Electro and lands a knockout punch. Iron Man flies in to check on his (or rather Stark's) electrical plant, and Spidey turns over custody of Electro to the armored Avenger and heads off to the location on the notecard.

His next destination is the location of the New York World's Fair, and once he lands, he finds himself surrounded by two fierce leopards and Kraven, the Hunter! Before he can even think, all three are on top of him, but his Spider agility allow him to fend them off simultaneously. Leaping deftly around Kraven, he manages to snatch the notecard from his pocket and heads off to his next beachhead of battle. Before he gets there, he's confronted by the Human Torch. Normally not the best of friends, the Torch offers his aid to Spidey, but is rebuffed. Spidey says this is a battle he must face alone. Meanwhile, Dr. Octopus continues to monitor the action, as well as placating Aunt May and Betty Brant with tea and cake.

Spider-Man leaps into the building as directed by the notecard, and faces the X-Men! Despite their uncanny resemblance to the real X-Men, he finds out they're actually robots. After destroying them, he bashes his way through a wall where he finds Mysterio at the robot's control panel. Mysterio tries to camouflage himself in his chemical mist, but Spidey's spider-sense leads him directly to the villain, and he lands another knockout punch. And it's on to the next location written on Mysterio's card, and when Spider-Man arrives there, he sees the card sitting on the floor, unguarded by anyone. He approaches the notecard, but is astonished to see the form of Sandman rise from the ground. Spidey lands a solid punch and grabs the notecard, but an iron box springs up around both him and Sandman. For the moment, Sandman has the upper hand in these close quarters, but as the oxygen runs out in the airtight trap, he loses consciousness faster than the powerful lungs of Spider-Man. Spidey escapes and heads out to the next battle.

Back at the Bugle, Jameson frets over the other newspapers in town getting the scoop on his scoop, while Dr. Octopus worries that Spider-Man is making easy work of the other members of the Sinister Six. Spidey, meanwhile, stands on the top ledge of a building when the Vulture flies towards him. He tells Spidey that the only way he will fight him is if Spidey takes off his web-shooters. Spidey complies, and the Vulture pushes Spidey off the ledge he is standing on. He grabs hold of the side of the building with his sticky hands, but the Vulture tries to lasso him with a rope. Spider-Man counters this attempt with his agility skills and turns the lasso right back on the Vulture, wrestling him back to the building he was lifted from. He leaves the Vulture tied up in his webbing and takes off to Octopus' castle - the last location on the notecard.

Dr. Octopus excuses himself from Betty Brant and Aunt May (who still considers Doc Ock a nice man with "the most charming manners") so he can go fight Spider-Man. Spidey enters the castle and starts his search for Doc Ock. His spidey sense leads him directly to Octopus, who has his back turned to Spidey and does not wear his arms. Spidey thinks it will be an easy time catching the villain unawares, but sneaking up behind him is Octopus' mentally controlled arms! They grab hold of Spider-Man and Dr. Octopus runs up and starts punching him. Spidey lands a good, solid haymaker on Ock, and he breaks free of the arms and sets out to try and find Betty and Aunt May. While walking down a hallway, Spidey falls into a trap: a door opens underneath his feet and he falls into a large fishbowl. Doc Ock hops inside the big tank wearing scuba gear and sets out to drown Spider-Man. Spidey fights back, but the arms are wrap strongly around him, so in a defensive move, he drains his web-shooters all around the arms and they get all tangled up under water. Doc Ock gets himself all gummed up in webs and is done for the day. Spider-Man finds Betty and Aunt May and frees them, but Aunt May is still oblivious to the danger she was in.

Spidey heads back home and is there as Peter when they arrive. He is worried about Aunt May, but she seems more concerned that she has missed that week's episode of Beverly Hillbillies. Meanwhile, the Sinister Six all sit in jail, with Doc Ock trying to discuss his next plan to defeat Spider-Man, and being summarily told to "shut up" by his Sinister Six teammates.

II: PIN-UPS: Spider-Man's Rogues Gallery!

Pages: 14

  • The Burglar
  • The Chameleon
  • The Vulture
  • The Terrible Tinkerer
  • Doctor Octopus
  • Sandman
  • Doctor Doom
  • The Lizard
  • The Living Brain
  • Electro
  • The Enforcers: The Big Man, Fancy Dan, Montana, the Ox
  • Mysterio
  • The Green Goblin
  • Kraven, the Hunter

III: BACK-UP FEATURE: "The Secrets of Spider-Man"

Pages: 9

Retells the origin of Spider-Man and his powers, compares his strength abilities to other Marvel super-heroes, shows his super spider-abilities, reveals technology behind his web-shooters and webbing, shows the many uses of his webs, goes in-depth on his spider-sense, his mask and the finer points of his costume.


Pages: 5

  • Peter Parker as Spider-Man
  • "Heel and Heart-Throb": J. Jonah Jameson and Betty Brant
  • "Peter Parker's Classmates": Principal Davis, Mr. Warren, Liz Allan, Flash Thompson, Peter Parker and others
  • Peter Parker's House
  • Guest Star Page: Spider-Man with the Hulk and the Fantastic Four

V: BACK-UP FEATURE: "How Stan Lee and Steve Ditko Create Spider-Man"

Pages: 3

Stan wakes up in the middle of the night with his inspirations for comics, then proceeds to bug the heck out of Steve to get them drawn under deadline.

--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


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