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It all starts off with Peter walking to school. He then looks at the final test scores but runs into his teacher Dr. Sloan who is completely frustrated with him about missing classes. He then has a brief talk with the Dr. Sloan and leaves. he sees the paper with doc ock on the front.He then thinks about The Black Cat and how Dock Ock put her in the hospital. Peter then sees Lance Bannon pull up in his car and tells Pete to get in.
Then The Thinker is seen sitting thinking about a plan to stop Spiderman once and for all. It shows him commanding these robots to receive new programming. The Guard starts thinking somethings wrong with what The Thinker is doing. It then goes back to Lance and Pete talking in some Club. Pete runs out after hearing what Lance said. Peter then runs to an alley and changes into Spiderman and Lance wonders where he went.
Spidey is swinging around and then his Spider-Sense tingles and there comes one of Thinkers robots after him. Spidey battles with him and is winning. Then it cuts to Mary Jane looking for Peter. Then we are back with Spiderman battling the robot. Spidey almost gets hit by ne of the robots rays. Spiderman then goes into a warehouse and the robot follows. Spidey throws a device witch crushes the robot. Pete changes back and goes to his apartment were he sees Amy who kisses him. As Peter is kissing Amy, Mary Jane walks in and sees it and then the comic is done.
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