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This issue opens with Shocker breaking into Captain George Stacy's house, looking for the priceless clay tablet which Spider-Man gave to Captain Stacy. Shocker manages to find the tablet, although when he tries to sell the tablet to a pawnshop owner, the owner tells Shocker that no one will buy it, since they'll all be worried that Spider-Man will take it from them.
 
Peter Parker is on a bus when he overhears the news about Shocker. He then runs and changes to Spider-Man, although he thinks that he has to be quick, otherwise he won't have time to say goodbye to Aunt May, who's leaving for a vacation. Spider-Man manages to find Shocker, but with the Shocker's ability to vibrate and deflect Spider-Man's blows, Spider-Man does hardly any damage to him. Eventually the Shocker runs away, although Spider-Man manages to put a spider-tracer on him. 
 
At the train station, Peter says goodbye to Aunt May, before noticing a newspaper article on Curt Connors. Reading it, Peter remembers how deadly a menace Connors becomes when he turns into the Lizard, and that should it happen again, he would have difficulty stopping him.
 
Peter then catches up with Gwen Stacy, and the two of them coincidentally run into Flash Thompson. Although Flash jokes about how bad things must be for Gwen if she's going out with Peter, Peter takes it badly and the two leave. Annoyed at this, Peter decides to find the Shocker, so that he can take out some of his anger on him.
 
With the spider-tracer on Shocker, Spider-Man finds him quite easily, whilst he is robbing an armored car. After a brief fight during which Shocker buries Spider-Man under a wall, Spider-Man manages to web him in the face, and defeats him by not pulling his punch.

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