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Peter explains to MJ why he missed their airport meeting, without much success. May lets MJ know that she knows Peter is Spidey. MJ introduces Peter to her co-star Rick Turk in his Lobster Man costume. Enjoying his bank loot, Carlyle checks into a high-class hotel. The room service waiter immediately rats him out to Dr. Octopus who attacks. Carlyle dons his own tentacles and the two battle through the hotel. As MJ and Rick get their make-up applied, Pete and May leave the studio, hearing a TV report of the two Ocks battling. Spidey arrived on the scene of the nearly-destroyed hotel where Carlyle obliterates the load-bearing columns and makes his escape. Ock helps Spidey shore up the celling so the bystanders can escape, then leaves, allowing the entire building to collapse on Spidey.

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