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In Los Angeles, Carlyle pretends to offer Dr. Octopus a job with Nexus Industries. After Ock reveals his metal arms, Carlyle gasses him ino unconsciousness. Peter calls MJ's modeling agency, attempting to apologize to her for missing her New York visit, but the receptionist stonewalls him. Five days later, Ock revives as Carlyle's prisoner. Carlyle reveals his new-and-improved reverse-engineered Octopus tentacles. As May and Peter fly to the coast to visit MJ, Carlyle uses his tentacles to rob a bank. At Nexus, Ock regains mental control of his own tentacles and escapes. At the movie studio, MJ meets Mr. Devereaux and learns that she is playing Lobster-Man's romantic interest. Pete and May arrive at the studio. Pete begins his explanation to a steely-eyed MJ.

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