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The issue starts with Peter Parker in his Spidey outfit sitting in his room thinking about Betty Brant who went out of town, as Peter thinks about why Betty Brant left, a special news bulletin came on the radio, the radio announced that Doctor Octopus was to be released today. After hearing the news, Peter forgets about Betty Brant and remember his hard time trying to defeat Doc Ock in #3. Peter puts on his mask and leaps into action. Spider-Man was heading towards the prison where Doctor Octopus was kept and spoke to the warden of the prison and persuading him not to let Doc Ock go. The warden refused and told Spider-Man to leave the prison before it was too late.We then see Doctor Octopus alone in his special cell and talks to himself about how clever not to try and escape while he was serving his time. Later, back at Peter's house, he was working on a device which alows him to track down who ever has got the device, he called it the Spider-Tracer. Next, we see Doc Ock leaving prison and making his way to a car, little does he know that a certain web-slinger called Spider-Man was right behind him hiding behind a tree. Spidey sees a girl in the car but cannot see clearly who it was but as he went closer to the car, he was sure of who she was, she was Betty Brant. Doc Ock and Betty drive off and Spidey throws his Spider-Tracer onto the roof of the car. A map was dropped while Betty drove off and Spidey picked it up and it was a map to Philadelphia. The scene then changes as we see two shadows in a prison cell. We then see Blackie Gaxton and Betty's brother in the prison cell. We then find out that Betty Brant's brother owed Blackie money and Betty's brother had to ask Betty for help. Blackie told Betty to go and pick Doc Ock up and drive him to his apartment. When he went back to his apartment, he see Doc Ock with Betty. We now go back to Peter where he lies to Aunt May about his trip to Philadelphia. Peter says that he's going there because he wanted to see the historical sites there.A few minutes later after a jet from New Yrok to Philadelphia, he swings with his Spider-Tracer transmitter on his neck and he is ready to find Doc Ock and Betty Brant. Then his transmitter picks up some signal from his Spider-Tracer, he then changed back into his casual clothes and found Betty. We then see Doc Ock walking through the city and going to a prison cell, we find out that his main mission was to go and break Blackie Gaxton out of prison. Next we see Spider-Man trying to go to the same prison trying to prevent Blackie's escape but he was too late. The police was there with a spotlight and they saw Spider-Man, they thought that Spider-Man was the one that helped Blackie escape and they tried to capture him but Spider-Man quickly swings away to somewhere safe. Spider-Man then swings to a ferry where Bennet and Betty Brant were kept. Spidey swings to a boat and didn't see a bunch of rope which was lying on the boat and he sprang his ankle, Blackie's gunmen captured Spidey and took him to Blackie and Doc Ock. Spidey then spins two pieces of webs and held on to them, he used his legs and kicked the gunmen until there were not much left. One of the gunmen knocks Doc Ock out of the boat and makes him unconcious for a mintue. Blackie then grabbed a gun and tried to shot Spider-Man but he failed to do so, Blackie was just firing to gun everywhere and one of the bullet that he fired hit Bennet Brant, he dies and Betty blames Spider-Man for his brother's death. While Betty was hitting Spider-Man, BLackie slowly escapes. He captures Blackie and he his gunmen but had to find Doc Ock.Spidey didn't find Doc Ock but Doc Ock found him, then battled but at the end, Doc Ock escaped. Betty then finds Peter and explains to him what happened to her brother.