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Peter Parker has just got his amazing powers as Spiderman. But he is not pleased at all. Facing his recent defeat at the hands of Dr. Octopus, he just wants to quit.

The next day, Peter Parker tells Flash Thompson that spiderman is a coward. This remark hits Thompson right where he lives. Flash is Spiderman's biggest fan. He can't take an insult of his hero lightly. So he gets into a fight with Peter. Peter shoves him but some of his Spider-strength comes into play. Peter is afraid of the consequences of his great strength and leaves quickly. On the way home, he disposes of his glasses because his eye muscles have benifitted from the spider powers.

Meanwhile, J.J. Jameson is watching the tape of Spiderman's defeat against Dr. Octopus with great interest. He tells Robbie that he will take every measure to disgrace Spiderman.

Flash Thompson wants to teach Parker a lesson about insulting Spiderman. He dresses up as Spiderman and hides behind a wall to grab Peter, who is coming around the corner. But a crueler fate awaits him.

Dr. Doom is sitting in his Spaceship when he detects Spiderman's biochemical emenations. He has a visual on Spiderman soon. He renders the ship invisible and grabs Spiderman (Flash Thompson) in a tractor beam. Peter Parker senses danger but cannot make anything out. Peter comes to school and hears that The Fantastic Four have declined an invitation to catch Dr. Octopus but promises to do soon afterwards. He also hears that the Human torch has come to school to have a talk with the students.

Torch voices his true feelings about being a hero. He says that though he had been defeated in the past and come close to quitting, he remembered his responsibility as a hero and stayed in the business. Peter Parker is amazed at the confession and makes up his mind to trash Dr. Octopus.

He rigs up a chemical kit and invades Octopus' den. Octopus detects him soon enough. He tries to kill him with heavy metal parts but Spiderman evades them. He jumps over the arc of the cameras which makes Dr. Octopus come out himself. He attacks spiderman with all his effort. Spiderman manages to break the chemical vials on the tentacles, which fuses them together. But Dr. Octopus holds him against his chest plate. Spiderman punches him in his face and knocks him out. He trusses him up and hands him over to the police.

Later he visits the Baxter building and thanks the Human Torch, saying that it is because of him that Spiderman is still alive. Parker returns home and turns on the tv, only to find that Dr. doom has captured Flash Thompson and threatens to kill him if the Fantastic Four do not surrender. Parker dresses up as Spiderman and goes in search of Dr. Doom.

Meanwhile, the Fantastic Four have also seen the broadcast and move out to find Dr. Doom.

Spiderman gets atop the World Trade Center and tries to use his instincts to find out Doom. He fells something above him and throws webbing into a cloud, only to find that it is a cloak around Dr. Doom's ship. He comes inside the ship and gets caught on an electrified plate. Dr. Doom sits in front of him and tells that Spiderman has only two choices: help Doom defeat the Fantastic Four, or die!

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