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Dr. Doom tries to recruits Spidey as an ally against the FF, but Spidey rejects the offer and barely escapes Doom's clutches. Flash Thompson, Spidey biggest' fan, want to play a prank dressed as Spidey on Parker, who pretends to be critical of Spidey. Doom has decided to eliminated Spidey once and for all, and kidnaps Flash. Doom holds him ransom expecting the FF to turn themselves in for Spidey. However, Spidey shows up and battles Doom until Doom is forced to withdraw as the FF show up. Betty Brant begins to show an interest in Parker.

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