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Peter refuses to let Betty into his life as Ned expects an answer to her marriage proposal. Aunt May is suffering from blood poisoning caused by the transfusion she received from Peter (issue #10). Spidey seeks out Dr Connor, and he needs the ISO-36 serum, which has just been stolen by the Master Planner. Spidey tears through the city's underworld and tracks down the Master Planner, who turns out to be Doctor Octopus. During their battle, Spidey is trapped under the rubble of the collapsed chamber, inches away from the ISO-36.

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