Can Spider-Man really be un-masked as shown on the cover of this classic tale that continues from last issue? Well, read on and lets see! Last issue, Doctor Octopus crashed into the water when a boat he and Spider-Man were battling on crashed into a pier last issue. J. Jonah Jameson, publisher of the daily bugle, blames Spider-Man for letting Doc Ock get away as it appears on the front of his next day newspaper. At the same time, Doctor Octopus is committing crimes all across the country such as stealing from an armored car and other various crimes. He actually wants Spider-Man to read about his crimes so that he can seek his revenge on him once again. You can see at this point that Ock is getting obsessed with the web-slinger. Impatiently waiting for Spider-Man, Ock calls Betty Brant and learns that she works at the Daily Bugle and plans to use her as bait. Shortly thereafter, Ock arrives through the window and holds Betty, Jameson, and Peter in his tentacles. He orders Jameson to put a note in the paper telling Spider-Man that he is taking Betty prisoner and taking her to Coney Island. Jameson wants Parker to go to Coney Island to take photos of the event but eventually decides that Parker muff it and goes there himself.

At Coney Island in mid-winter, the rides are all shut-down, so Ock plants Betty in one of the cars of the Ferris Wheel then takes her down. Spider-Man arrives but has a virus attack making very weak. He locates Ock and attacks him but hits him with a weak punch due to his current weakness. Ock has an easy time with Spidey and even beats him to the point where the on-lookers see Doctor Octopus unmask Spider-Man uncovering the face of Peter Parker. The only thing is, is that the on-lookers do not truly believe that Peter is Spider-Man, but rather that he is trying to play hero and save Betty dressed as Spider-Man. Doc Ock doesn't believe that Peter is Spidey either as he just battled a very weak Spider-Man, so he throws him arrogantly towards the others.

The next morning comes and Peter "feels like a zillion bucks again" with his Spider-Strength back and all. Ock, on the other hand is fuming that he has been made a fool of by a seemingly ordinary teenager and makes a visit to the city zoo and lets loose the wild beasts. Lions, Tigers, and other wild animals are all set free as the police try to capture them. Spider-Man soon lends a hand by first taming a Lion, then muzzling a bear, then lastly capturing a gorilla. At the same time, Ock is running rampant turning over cars in the street and creating havoc. Spider-Man finally shows up for the battle Ock has been craving for and he chases Spidey up a smoke stack where the battle begins. Spider-Man takes Ock on a wild goose chase before landing a solid blow to the jaw and they both fall into a skylight and into a deserted sculptor's studio where a fire soon sets accidentally. With the studio quickly being taken over by fire, a large statue falls on Doctor Octopus trapping him beneath with the ground beneath him starting to collapse. Spider-Man tries to help him but the flame is too high and concentrates on getting himself to safety by using his web fluid to create a flame-proof umbrella that shields him from the flames. After getting himself outside safely, Spider-Man changes back to Peter Parker where he learns that Doctor Octopus is alive and well, but in the hands of the police. The story end on a high note as Peter had an automatic camera working during the fight and Jameson paid him a bundle for the pics.

Of course this isn't the last of Doctor Octopus, he pops up next in Amazing Spider-Man Annual 1 where he forms the Sinister Six. He then comes back rather quickly in Untold Tales Of Spider-Man #19 determined yet again to defeat Spider-Man. Of great interest to these last two issues is Untold Tales Of Spider-Man #12 where a lot of unanswered questions pertaining to Betty and Bennett Brant, and their mother are answered and is a great read leading up to or just after these last two issues of Amazing Spider-Man.

Reprinted In:
Marvel Tales #149
Amazing Spider-Man Annual #3
 Spider-Man Classics #13
 Marvel Masterworks Vol. 5
Spider-Man Essentials I
Black And Blue And Read All Over