Spider-Man tried to become a member of the Fantastic Four way back in Amazing Spider-Man #1 to earn some extra money, but was informed that it was not a paying job. Many have wondered if he would ever join a superhero group after that, and most notably, the Avengers. Well, here in the third Annual of his series, the possibility is explored with many guest stars including the Avengers and the Hulk. It's the first Annual not penciled by Steve Ditko, but a very good job is done by Avengers penciller Don Heck. Lets see what happens.

"To Become An Avenger" begins in the Avengers Headquarters where Thor, Iron Man, Captain America, Giant Man, Hawkeye, and the Wasp get together for a meeting. They are discussing the possibility of offering Spider-Man membership into the Avengers. They are somewhat split on whether to do so or not, and decide that he must be tested to see if he can be trusted. With still some doubt in some of their heads, they devise a test for Spider-Man, with Captain America as the chairman. They first decide to send for Daredevil, who has met Spider-Man on several occasions at this point. The Avengers contact The Man Without Fear, who quickly arrives at their headquarters to talk. Daredevil gives Spider-Man his highest recommendations, after fighting side by side with him in Amazing Spider-Man #16, and Daredevil #16 & #17. The Avengers come to a decision to make Spider-Man an Avenger, but they must first find him.

The Avengers all break away to try and locate Spider-Man. Thor, Hawkeye, Iron Man, and the duo of Giant Man and the Wasp all go their separate ways in order to find Spider-Man. Finally, after much searching, Thor is victorious in this "Easter-Egg hunt". Thor orders Spider-Man to report to the Avengers headquarters as soon as possible in a godly tone. Thor states that he must be tested, after being offered one of the highest honors one can be offered. Spider-Man on the other hand, never asked to become an Avenger, as he has always been a loner. Spider-Man decides that he needs to think about the offer, but Thor is confused as to how he can be so hesitant, but he eventually leave Spider-Man to ponder the offer. Spider-Man changes into Peter Parker, and goes home to his Aunt May, but soon leaves again to pick-up one of her many prescriptions at the drug store. While riding his motorbike to the store, he thinks about how he would receive respect from Daily Bugle publisher J. Jonah Jameson if he were an Avenger, but that it would be harder to keep his secret identity while being in the public much more. After he gets back home, Peter decides that he must follow his own destiny, and "Let the chips fall where they may".

Now as Spider-Man, Peter swings on over to the Avengers headquarters. When he arrives, he is greeted by all six Avengers mentioned above, and already taken in as a member. Spider-Man is now ready for the test, and Captain America explains that his power, loyalty, and ability to think fast will be tested. Spider-Man gets a little antsy and angry at the while thing, and a fight between him and Hawkeye follows. The fight quickly gets out of hand with Spider-Man trying to take on all of the Avengers at the same time. Now with his courage proven, the Avengers decide upon the test: To bring the Hulk, who has recently been at large in the area, back to the Avengers Headquarters, and he is an Avenger! Spider-Man quickly leaves in order to find the Hulk. After covering most of the city, Spider-Man visits an old buddy of his: J. Jonah Jameson. In short time, reporter Frederick Foswell comes into Jameson's office stating that the Hulk was seen near the downtown Gamma Ray Research Center, and Spider-Man is off to catch himself a Hulk.

When Spider-Man arrives at the center, he comes face to face with the Green Behemoth, whom he first met in Amazing Spider-Man #14. The Hulk attempts to clobber Spider-Man, but misses due to Spider-Man's great speed. They battle it out for awhile, but Spider-Man simply cannot match the brute strength of the Hulk. After being tossed around like a rag doll, it looks hopeless for Spider-Man, until the Hulk punches into a gamma ray shielding wall. After the Hulk is bathed in Gamma Radiation, he somehow changes back into Bruce Banner, his alter ego. This is the first time that Spider-Man has seen the Hulk's alter ego, and he sees now that he isn't really a bad person. He wonders why the Avengers want him now, since he deserves help, and not any type of punishment. While Spider-Man is feeling sorry for Banner, Bruce turns back into the Hulk. Knowing that the Hulk doesn't attain full strength after turning back into the Hulk, for a few minutes, Spider-Man punches and staggers the Hulk. He then ties him up with a lot of his webbing, but Spider-Man begins to think that Banner deserves much better than to be turned over to the Avengers and sets him free.

After Spider-Man and the Hulk go their separate ways, Spider-Man returns to the Avengers headquarters. He tells them that he didn't have any luck in locating the Hulk, and that he is "signing off". The Avengers are disappointed, but all along they don't know that Spider-Man could have easily passed their test. Spider-Man changes into Peter Parker, and walks on home. He sums up the entire situation as fate's way of telling him that he is a loner, but fate will also have Spider-Man attain the status of a reserve Avenger in Avengers #329, years later.

"Turning Point Featuring The Return Of Dr. Octopus!"

Reprints Amazing Spider-Man #11 - 21 Pages

"Unmasked By Dr. Octopus!"

Reprints Amazing Spider-Man #12 - 22 Pages

Reprinted In:
Giant Size Spider-Man #2
Marvel Tales #181
 Marvel Masterworks Vol. 22
Spider-Man Essentials II