It's the third issue of Amazing Spider-Man and possibly the second greatest villain in Amazing Spider-Man's life is introduced. A menacing Doctor Octopus is partially in shadow on the cover as he holds Spider-Man limb by limb looking like he is ready to take him apart. The story inside is actually not too far from this impression!

The story begins as Spider-Man nabs a couple of normal crooks trying to steal a safe and he begins to wonder if his enemies are too easy. Well, we next meet a man who will eventually be classified far above "too easy" in Doctor Otto Octavius, where he works at the Atomic Research Center on the outskirts of town and is the most brilliant atomic-researcher in the country. He is also nicknamed "Doctor Octopus" for reason that he wears a contraption with four attached arms that enables him to perform experiments in radiation 
and also be shielded from it's harmful effects at the same time. Unfortunately, it wasn't enough for a deadly explosion that occurs due to high levels of radiation. The Doctor's life is saved but not without brain damage and another strange result of the explosion: his artificial arms are now adhered to his body in some strange way! The Doctor now feels he is being held prisoner by the hospital he is in and easily breaks free from the barred windows. He learns that he can mentally control his new limbs and now thinks that with his great mind, he is the supreme human being on earth.

At the Daily Bugle, Jameson wants pics of Doctor Octopus from Peter and Peter is quickly on his way to the hospital where he is gets his first glimpse of the metallic armed Doctor. Octavius is now holding hospital employees hostage and Spider-Man makes his move to try and help them. After a very tough time with the many arms of Octavius, Spider-Man is easily disposed of by him and thrown out the window. Peter is now mentally defeated and questions his ability to go on as Spider-Man. Otto returns to the Atomic Research Center walking with his new arms and begins his quest to take over the greatest source of atomic power in the nation.

Peter, still in defeated mood, attend a school assembly where the Human Torch is giving a speech. At the end of speech, the Torch
tells the students to "never give up" and "don't be discouraged if it sometimes seems tough". Peter feels as if he is talking to him personally and realizes that he is right and thanks him afterward. After the pep talk, Peter dons the Spidey suit and heads for Doctor Octopus who views Spider-Man on a monitor. Spider-Man as he gets closer and closer to Doctor Octopus through the center and makes a stop in a chemical laboratory where he plays mad scientist for a moment. Next, the re-match with Doctor Octopus as Spider-Man receives a hard blow to the head by one of Doctor Octopus' arms. Next, Spider-Man takes a contraption he created in the lab and fuses two of Ock's arms together but it doesn't stop him as he uses the fused arms as a club and pounds on Spider-Man. Out of nowhere, pounds on Spider-Man discovers a simplistic offensive move in shooting his webs on Octavius' glasses and temporarily blinds him before he can take them off. At the same moment though, pounds on Spider-Man lands a powerful right into the face of the Doctor and knocks him out cold leaving him webbed up for the authorities. The work is not over for Spider-Man as he now visits the Human Torch and tells him that Doctor Octopus has been captured thanks to the Human Torch. Spider-Man thanks him again making the Torch very confused.

This is a very important issue in the history of Spider-Man. Possibly the most important in the first ten issues. Doctor Octopus went on to become a villain seen many times over and has played a great role in the life of Spider-Man. The man who was rumored to be visibly based on the late singer Roy Orbison, is next seen in a two part story in Amazing Spider-Man #11 & #12. Spider-Man makes an appearance in Strange Tales Annual #2 in his first appearance in another title teaming up with the Human Torch in that issue. Next issue we see yet another important classic villain's debut in the last bi-monthly issue of Amazing Spider-Man. Spider-Man incorrectly called "Superman" in one instance in this issue.

Reprinted In:
   Marvel Collectors' Item Classics #1
Marvel Tales #140
 Spider-Man Classics #4
 Marvel Masterworks Vol. 1
Spider-Man Essentials I
Wizard Ace Edition #3