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Reprint of Amazing Spider-Man #40.

At the start of this issue, Spidey is tied up and has been unmasked by the Green Goblin, as seen last issue. The Green Goblin has also revealed his identity, taking off his mask to show that he is Norman Osborn, father of Harry Osborn, one of Peter's classmates. Peter says to Norman that he should have guessed that he was the Green Goblin since he has a son like Harry. The Green Goblin tells him not to remind him of Harry, because he thinks Norman is a simple businessman, and must never learn the truth. He reminds Peter that that's a reason why he must die: so that he can never tell anyone who the Green Goblin is. Peter thinks that he is just as worried about Aunt May learning his secret as Norman is of Harry learning his. The Green Goblin taunts Peter by saying that his efforts to break the steel coils he's tied up with are futile, whilst Peter thinks that its fine by him if the Green Goblin teases him since it gives him more time to break the bonds. The Green Goblin says that it is time for him to kill Spidey, but Spidey thinks that he must stall him. He sarcastically mentions that Harry will be pleased to have a murderer for a father, making the Green Goblin stop and tell Spidey that he'll tell him why he became the Green Goblin so that he'll "understand".

In a flashback, the Green Goblin explains that Harry's mother passed away when he was a baby, and that he tried to bring him up as best as he could. He had  tried to be a good father, but often  worked late, so Harry was alone a lot. As he rambles on and on Peter realises that he has forgotten that he (Peter) is even there. Norman goes on about how he even sent his partner Mendel Stromm to jail so that he wouldn't hinder his work. Peter has managed to get one finger free by now, but doesn't have enough leverage to free himself.

Continuing his story, the Green Goblin tells Spidey that one night he had found some notes of Stromm's in his desk which contained new formulas. He decided to check them out and see if they were worth anything. However, Harry burst in at that moment to tell Norman that he had to go to Parent's Night at his school. Norman told him to forget it and that he might consider going. Instead, all night, Norman worked on one of the formulas. Near dawn, the solution started to turn green and to froth. A second later, the formula exploded. For weeks Norman was in the hospital whilst the best doctors in the state worked on him, trying to save his life. However, he had brain damage which couldn't be fixed. Not even Harry suspected that the accident had actually made Norman smarter than before, and Norman started treating him more meanly. Norman's brain damaged brain decided that since he's smart and has various scientific devices in his company, that he could become the greatest costumed criminal of all time. After months, he finished making the mask, and decided to make the rest of the costume his favourite colour: green. And so, the Green Goblin was born!

The Green Goblin had chosen to fight Spidey since he knew that the underworld would respect anyone who could defeat him. Spidey thinks that he's nowhere with the steel coils, and wonders how much longer he can keep the Green Goblin talking. The Green Goblin puts on his mask, and prepares to kill Spidey. Peter thinks that he's not afraid to die, but is worried since he'll never be able to see Betty Brant or explain to Aunt May about his secret.

Meanwhile, in Forest Hills, Anna Watson has come over since Aunt May is worried about Peter not coming home yet. Anna tries to calm Aunt May by saying that Mary Jane even comes home late, but Aunt May can't help but worry. At that point Anna Watson reminds Aunt May that Peter could be at the Daily Bugle , and so she calls up to see if he is. At the Daily Bugle, Jonah yells down the phone that he doesn't know where Peter is, then hangs up. Back at Aunt May's house, Aunt May starts worrying more, so Anna Watson decides that she needs a sedative, and goes to call Dr. Bromwell.

Over at a railway station in the Midwest, Betty Brant is preparing to leave and head back to New York. Betty Brant overhears a radio presenter mention Spider-Man, and she wonders if J. Jonah Jameson will give her her job back. As the train conductor calls out for everyone to go on the train, Betty heads onto it and wonders what the future will hold for her.

Back at the Green Goblin's hideout, Peter is looking away from the Green Goblin, who's annoyed that Peter will rob him of the satisfaction of killing him. Peter mocks him by saying that he beat him every time they fought, and the Green Goblin shows mental pictures of their previous fights using a "Retro-Scope Helmet".

First of all he shows their very first fight, where he hired the Enforcers. Peter points out how easily he beat the Enforcers, but the Green Goblin says that he himself wasn't beaten. That lesson taught him that no one can fight for the Green Goblin, and that he shouldn't rely on others.

Next he shows Peter their second fight, and claims he was saved by he appearance of the Human Torch. However, as he only wanted to fight Spidey, he left the fight, leaving Spidey.

In their next fight the Green Goblin explains that he made another mistake by teaming up with Lucky Lobo and his gang, and so they were more of a hindrance than a help.

In the penultimate fight, the Green Goblin had completely defeated Spidey. However, since he wanted to fight Spidey by himself, and not with the help of the Crime-Master, he left Spidey, and started preparing to fight him for the final battle.

Spidey has finally got one hand free, and so is can be free in a moment. The Green Goblin realises that he will be free in a second, so frees Spidey and claims that there's no reason in beating a helpless prisoner. He tells him that he wants to fight him as he always has in the past, and forces him to put on his costume. However, the Goblin throws pumpkin bombs at Spidey since he won't make it hand-to-hand. Spidey flings a bomb back at the Goblin, but the Goblin jumps onto his Glider since he'll be more maneuverable on it.

Pretending to be clumsy, Spidey clumsily swings at the Goblin, who then grows careless and flies close enough to Spidey to be knocked off the Goblin Glider. Spidey approaches the seemingly knocked out Goblin, unsure what to do since he knows that he's Spider-Man. However, the Goblin leaps up and throws an electric cable at Spidey, who only narrowly avoids it. Spidey keeps fighting the Goblin, until he manages to knocks him into some chemicals which have electric wires in them. Unsure what to do next, Spidey finds out that the Green Goblin has lost his memory, and gets him out of the building, telling the fire department that Norman Osborn helped him defeat the Green Goblin.

He then heads home to see Aunt May, who stops worrying and starts looking after him, thinking that he's sick.

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