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It is the tall end of August as Spider-Man web-swings above the streets of New York City. Pensive, he recounts to himself some of the events in his recent past: moving in with Flash Thompson, having to find another apartment, the death of Gwen Stacy, battling the "city stealers", and having to sell photographs to J.Jonah Jameson for a living until he graduates. He comes at last to a rather broken-down neighborhood on 12th street, where Liz Allan told him an apartment was available that he could afford. He changes into his street clothes and walks to a newsstand. Liz is there waiting for him, and she shows him the want ad: 3½ room apartment, $110 per month. When they ring the doorbell, a cranky old lady lets them look the place over. She introduces herself as Mamie. Her husband, Barney, is the building's superintendent. The apartment is by no means upper class, but it is habitable. It comes with its own kitchen and bathroom, and a view of the river-if you lean out the window and look west. Peter Parker takes it.

Three hours after signing the lease, Peter arrives at the Daily Bugle office in a cheerful mood. He is ready to return to work for the newspaper, and Betty Brant and Joe Robertson are both glad to see him. Betty ask him whether he has heard that Mary Jane Watson is out of the hospital, and he replies that he spoke to her last night. She will be staying with her Aunt Anna until she is back on her feet. As Peter shares pleasantries with his two friends, a powerful tremor shakes the entire office. Loud smashing sounds come from the elevator bank, and suddenly a large man clad in a bear suit breaks through the elevator doors. When he emerges, almost nine feet tall, he announces in a loud voice that the Grizzly is back in town. Joe Robertson sends Peter for help. As the Grizzly crashes toward J. Jonah Jameson's office and Betty's desk, Robertson stays behind to try to protect her. Betty screams as the giant approaches her desk and Robertson breaks a chair over the Grizzly's back. Betty faints, and Robertson's futile gesture earns him a powerful slap that sends him into the wall. Jameson hears the commotion outside his office and comes out to see what is going on, and when the Grizzly attacks him, he slams his door in the giants face. This another futile gesture: the Grizzly walks through the door as if it were made of paper, scattering glass shards everywhere. Jameson cowers under his desk.

Spider-Man runs up the side of the Daily Bugle, arriving at Jameson's office window just as the publisher is thrown through it to plummet to the street far below. Weaving a safety net from his webbing, Spider-Man catches Jameson before he can fall more than two or three stories. Spider-Man has only a few seconds in which to savor the delicious irony of having saving Jameson's life. He leaves Jameson hanging outside the building in the web-net. As the publisher accuses him of being in partnership with the raging Grizzly, Spider-Man enters the office. The Grizzly made a shambles of the place, and he surveys the wreckage, Spider-Man slams the criminal with all his might. To Spider-Man's astonishment, the Grizzly barely feels the blow, and repeated blows prove equally ineffective. Then the Grizzly smashes Spider-Man into a wall, and the battle begins in earnest. Spider-Man's agility allows him to avoid the Grizzly's claws and strong grip. The Grizzly tells Spider-Man during their battle that he was "Number one" in the city until Jameson ended his career, and Spider-Man deduces that the Grizzly is a professional wrestler. The battle ends when the Grizzly grabs a hold of Spider-Man's leg and slams the crimefighter into a filling cabinet, leaving him unconscious.

But Spider-Man has only feigned unconsciousness. As soon as the Grizzly turns his back to leave, Spider-Man plants a spider tracer on Grizzly's shoulder. Spider-Man wanted to end the battle quickly because he left Jameson hanging outside in his webbing, which would soon dissolve and let the publisher fall. As soon as the Grizzly leaves, Spider-Man hauls Jameson, kicking and screaming, into the office, where Betty and Joe Robertson are starting to regain consciousness. Spider-Man leaves Jameson in the company of his two employees with his mouth webbed shut. It is past midnight as Spider-Man follows the spider tracer to and fro across the city, wondering where it will ultimately lead him. Presently the Grizzly stops inside an old Washington Square townhouse. Peter Parker rings the doorbell, his spider-sense warning him of a trap within. The door answered, and Peter poses as an out-of-towner needing to use the telephone. As soon as he steps inside, blows to the stomach and neck lay him out, and he dragged from the household into a chair, semiconscious. As his head clears, he becomes aware that he is being held hostage by the Grizzly and one other - the Jackal.

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