From last we left Spider-Man, he was in heaps of trouble and I don't just mean a bad-hair day! His Aunt May lay dying in a hospital with only one thing that could possibly save her: The serum known as ISO-36. Spider-Man has the serum right by his side, but the bad news is that he is trapped underneath an iron unit weighing tons in the Master Planner's underwater base with cracks in the ceiling getting larger and larger. Any moment now, the drops from the ceiling will turn into a deluge from the river above and it will be good-bye Spidey! And to make matters worse, the Master Planner's (revealed to be Doctor Octopus last issue but doesn't make an appearance this issue) henchmen are waiting for Spider-Man. Doesn't look good, right? Well make way for some of the most brilliantly scripted and drawn panels and pages in the history of Spider-Man!

You just have to take one look at the gorgeous Ditko cover to this issue to see just how bad a predicament Spider-Man is in. Open to the splash page and we see how the slow leaks from the ceiling are quickly turning into stream of water shooting out and it seems like Spider-Man may be ready to give up. What follows are four pages of grit determination and the will to never give up that would forever be ingrained in the reader's mind. Exhausted, Spider-Man tries in vain to lift the huge iron unit off of him. Getting weaker by the second, he sees the serum in front of him, seemingly mocking him as it is the only thing that can save his dying Aunt. Peter begins to think that it would be his fault if she doesn't make it and that would mean he is at fault for the deaths of the two closest people to him, the other being his late Uncle Ben. "No matter what the odds, No matter what the cost--I'll get that serum to Aunt May!" Peter cries, and then again attempts to lift the huge iron unit off of him. The weight is unbearable and every muscle in Spider-Man's body aches, but he has the power of many men and must be equal to the task and worthy of his strength or not deserve it according to Spider-Man. Just as his head begins to start spinning and the strain of the weight becomes even too much for Spider-Man, he finds the inner-strength to begin moving the unit just slightly. "Anyone can win a fight--when the odds are easy! It's when the going's tough when there seems to be no chance! That's when it counts!" cried Spider-Man, and then he miraculously lifts the monstrous iron unit over his head freeing himself.

With his leg hurting badly, Spider-Man grabs the serum containing the isotope ISO-36 just as the roof collapses above him creating a cascade of water that violently sweeps him through a tunnel leading into the area where Doctor Octopus' henchmen are waiting for him. After first battling them underwater for a short period of time, they re-surface into the room. It's one against many and again against great odds, Spider-Man is triumphant after taking a beating from the henchmen.

Spider-Man now returns through the hidden door he found last issue with the serum in his arms. With no time to think about the whereabouts of Doctor Octopus, Spider-Man delivers the ISO-36 to Doctor Connors just in time before it lost it's potency. After testing the serum, Spider-Man is quickly on his way to deliver it to the hospital where Aunt May is sinking rapidly. After Spider-Man makes a successful delivery, he returns to the scene of the still out-cold henchmen and snaps some pics and calls Daily Bugle reporter Frederick Foswell to report the story and receive credit for breaking it just as the police arrest and whisk away the henchmen. Back at the Bugle, Betty Brant is shocked to Peter all bruised and cut and wonders what happened to him. Peter responds that it was part of the job of getting news photos for Jameson. This is when Betty freaks out remembering when she lost her brother Bennett in Amazing Spider-Man #11 and she could not bear the same heartbreak again. Of course wonders if she is acting like this now, how should she react if he told her that he was Spider-Man? Minutes later Peter basically "holds-up" Jameson in selling the photos he has taken, but he needs the money for Aunt May's medical bills.

Off to the hospital to check on Aunt May's condition and the final series of test results are just in. Good news is reported as the serum has stopped the blood deterioration. Peter didn't let his Aunt down in the end and all is well. A great great 3 part story that will always be in most spider-readers top 10 stories of all time, especially the long-time readers. Very suggested in getting the Essentials Volume 2 or Marvel Tales #170-172 or #24-26. You won't be sorry! doctor Octopus appears next in Amazing Spider-Man #53,  and his henchmen appear next in Amazing Spider-Man #54.

Reprinted In:
Marvel Tales #26
Marvel Tales #172
 Marvel Masterworks Vol. 16
Spider-Man Essentials II
100 Greatest Marvels Of All Time #3