Part I - The Terrible Threat of the Living Brain
The issue opens in Peter Parker's science class. The teacher wheels in a green , "creepy-lookin'" robot that's inactive. Peter appreciates the robot with his intelligence, but his classmates mock him for it. Flash Thompson hits him scornfully in the back of the head, and Peter's glasses fall and break. They exchange angry words, but Liz Allan breaks up the soon-to-be fight. Flash tells Peter to meet him after class-not knowing that Peter is actually Spider-Man! However, the teacher restores order and addresses the class. He says that I.C.M (International Computing Machines Corporation) has created a great electronic machine, and a representative of I.C.M. will show them the machine. The man explains the machine--it's an android--the Living Brain. It can move like a person, and it has a mechanical brain that can think. It can contain more knowledge than any other brain, and it never forgets. He asks Peter up and asks him to feed the Living Brain a question that the class will come up with. Meanwhile, two crooks are watching, and they discuss how much money they could make with the Brain.
The question the class asks is, "What is Spider-Man's secret identity?" They feed information about Spider-Man into the Living Brain, and the Brain decodes it. Peter is very nervous: what if the Brain actually figured out that he was Spider-Man? But he got a big relief, all that came out was mathematical symbols. The scientist asked him to decode it tonight, and he said he would. This was good--it would give him time to think of something. Flash tries to take it, though, and the conflict escalates between them. They decide to settle it in a boxing match in the gym, and Flash is cocky beforehand. Peter has a problem--his punches at full strength as Spider Man could kill Flash! The crowd of kids there all thing he'll win--after all, Flash is the class he-man jock and Peter is the class nerd. When the fight starts, Peter uses his spider-sense and reflexes to easily dodge Flash's blows. But he dodges so fast that it looks like he's staying out of reach. Finally, he hits Flash with his weakest blow. It's so hard that Flash is knocked through the ropes. Meanwhile, the two crooks use the distraction of the fight to sneak in and try to steal the Living Brain. While they take it, the scientist/representative for I.C.M. walks in, notices, and tries to stop them. They knock him unconscious, but one of them accidentally hits the control panel on the Living Brain. That short-circuits it, and it goes insane. It's arms swing wildly and it goes on a rampage--it can't be controlled. It heads toward the gym, where Peter and Flash are fighting. The Brain's scientist bursts in and Flash turns his head instinctively, at the exact second Peter hits him. It looks like a foul, so Peter carries him to the locker room, changes into Spider Man, and investigates upstairs with the Brain. The android is on a rampage, like a "huge, invulnerable engine of destruction." Spider-Man jumps and lands on top of it, but it swats him off. He runs and warns the others, and then comes back and shoots a web block across the hall that blocks the Brain. But the Brain is so smart that it calculates how much pressure to put on the web to break it, and after a few seconds, it rips through the web. Spider-Man runs, but the Brain calculates his speed and goes faster. He escapes and saves more kids, but when he returns, the Brain had set a trap for him. It jumps out of a closet and smashes him on the floor. It thinks he is dead and leaves, but he survived. He goes and tries to sneak up on the Living Brain and hit it's control panel, but it notices him and knocks him away. He bounces around on the walls, but the Brain literally tries to dislodge the walls and use a door as a fly-swatter to kill Spider-Man. Nothing works. He tries to stick to the ceiling, but it dislodges him. The Brain goes after some kids, so Spider-Man jumps on him and manages to turn him off-as the Brain (and him) almost fall out the window and get crushed. He saves himself with web, and knocks out the criminals. Flash runs in as Spidey escapes and changes into Parker and everyone thinks he stopped them. Peter uses the opportunity to say Flash is Spider-Man, and throws the paper out, walking home happily.
Part II - Spider-Man Tackles The Torch
Human Torch, as Johnny Storm, is throwing a party. Girls are there and they love him. He starts showing off in flame form, while Spider-Man makes a bat out of web from outside, he plans to crash Johnny's party. As Storm entertains his guests, Spidey launches the bat in. Everyone is terrified, and Johnny gets tangled in web trying to stop it. Then Spidey crashes in. Human Torch gets angry and flames on!