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Amazing Spider-Man 11
"The Return of Doctor Octopus!"

COVER IMAGE NOT FOUND April, 1964

None But STAN LEE Could Have Written This Epic Tale!!

None But STEVE DITKO Could Have Drawn Such Gripping Scenes!

Lettered By S. Rosen

Reviewed By S. Chung

(Originally Reviewed on 05/08/02)

On the splash page, Betty Brant vents her hatred on Spider-Man, while the shadow of Dr. Octopus hangs over them!

Peter Parker sits in his room and is trying in vain to forget about Betty Brant, who left town, and knows that he'll never forget her, and will not stop searching for her. Wishing that he knew why she left, he overhears the radio bulletin about Doctor Octopus' imminent release from prison, and Peter recalls his last run-in with the one-time scientist-turned-criminal, as well as how close he was in being beaten by him. Leaving through his bedroom window, Spider-Man swings across town to persuade the authorities from granting Dr. Octopus' release. He feels some relief while web-swinging, experiencing what others can only imagine, as he makes his way to his destination.

Spider-Man makes his way into the municipal prison via a web-line, and shines his spider-signal onto the wall of the warden's office. When told by Spider-Man that Doctor Octopus should not be released, the warden tells the young adventurer that the man has served his time and gives him ten seconds to leave, for no costumed character can obstruct the law while he's the warden! (Holy Commissioner Gordon, Batman!) Within a specially reinforced cell, Doctor Octopus awaits his release, knowing that it was wise of him not to try to escape, and with time off for good behavior, he can no longer be held. His time in prison was spent working on improving his abilities with his artificial arms, and now he is confident that he has gained such mastery, that he will never be imprisoned again! In his room, Peter knows that the warden was correct in that each man must serve his time and be given a second chance, but he is working on a project to keep an eye on Doc Ock just in case.

Resembling a model of a spider, it contains transistorized circuits which send coded messages to Peter via a minature portable receiver. Now all he has to worry about is how to place it on Doc Ock! At the prison, Doctor Octopus leaves... a free man, but as the guard wishes him luck in finding honest work, this is the fartherest thing from his mind, and vows to make the world tremble at the mere mention of his name. (Holy Shock-Ock, Batman!) His transportation awaits him outside, while Spider-Man lurks nearby, clinging to a tree, and sees the girl who is driving the car... Betty Brant! As the car pulls away, Spider-Man sees something fall out of the car.. a road map, and Betty is speeding away so quickly that he won't be able to catch up to her, but Spidey brings his new device into play!

Spider-Man is able to hurl the spider-tracer onto the car's roof, where its adhesive will keep it in place. Betty races away with her passenger, unaware of what lurks in their future. Spider-Man bends and picks up the road map and sees that it is one of Philadelphia, while the car has Pennsylvania plates, and Spidey has to take a trip of his own. In Philadephia, a lawyer is visiting his client in prison, and Blackie Gaxton asks if Bennett Brant has done as he was ordered, and the young lawyer assures him that his sister picked up Dr. Octopus to the state, and that she wouldn't let him down. With the gambling debt that Bennet Brant owes him, Gaxton assures him that his men know what to do with welchers, and the young lawyer also knows this all too well.

The debt will be repaid when Dr. Octopus breaks Blackie Gaxton from prison, and Bennett Brant leaves, wondering how he ended up being Gaxton's stooge, with a gambling debt, and now having dragged his own sister into the mess. Reaching his apartment, Bennett sees Dr. Octopus threatening Betty, who hadn't spoken to him since they arrived from New York, and she is relieved to see her brother, who is slapped aside by Doc Ock, knowing of his arrangement with Blackie Gaxton, and eager to discuss business in the other room. Betty begs her brother to escape and start a new life elsewhere, but he insists that it can't happen until Dr. Octopus springs Gaxton from prison, and once that's done, he vows to pay her back and make her proud of him.

Betty reminds him that he'll be an accessory to the prison break, and won't be able to ever go straight, while Bennett reluctantly agrees that he lacks the courage and regrets having involved her in this situation. With her brother in the other room with Dr. Octopus, Betty remembers how she gave Bennett all her money to pay off his gambling debt, but it wasn't enough, and this was why she had to leave Peter and New York because she didn't want him to learn about Bennett. While Betty wonders how things will turn out, Peter is telling his Aunt May that he'd like to take a weekend trip to Philadelphia and see the historical sites, which she agrees to, since he has been moping around the house lately. She regrets being busy at home to go with him, but Peter is relieved and imagines that even his Aunt May would have a tough time keeping up with his alter-ego on the weekend. After the plane from New York lands in Philadelphia's airport, Spider-Man searches the city for Doctor Octopus and Betty Brant, his biggest worry being on time for class on Monday. After covering half the city, he has not received the signal from on his receiver, but he continues her search, grateful that he's brought a full supply of web fluid for the trip. After twenty minutes, he finally receives the signal...

Peter soon combs the neighborhood and finds Betty on the street, with her grateful for his arrival, and now having a better idea of how much she means to him. She tells Peter all about her brother and Blackie Gaxton, and how it was the only way to keep Bennett safe from Gaxton's gang, as well as how she was ashamed about her brother being mixed up with the mobster. Peter assures her that it's not her fault and that Spider-Man is in the area, and he'll make sure to take care of Gaxton and Dr. Octopus. He also resolves to tell her his secret identity to Betty when they return to New York. Dr. Octopus uses his tentacles to make his way past the rooftops, and he thinks about the hundred thousand dollars he will collect when he is paid by Blackie Gaxton for the job, which will enable him to fund his goal of being the king of crime!

The window bars are not strong enough to withstand his artificial arms, and Blackie Gaxton knows that Dr Octopus was the right man for the job, but Doc Ock knows he was the only man for the job, and demands payment, which Gaxton assures him he'll receive when they arrive at his ship in the harbor. Spider-Man swings through the city, and heads for the jail, hoping that he is in time to prevent the prison break, but is unaware that he is too late! On the roof, the alarm is sounded, and one of the spotlights shine on the wall-crawler, with two prison guards thinking it was he who sprung Blackie Gaxton! Spidey swiftly uses his webbing to block the spotlight, grateful to be able to get away before anything else happened, and knowing that he'll be blamed for the escape!

Spider-Man suddenly realizes that with Dr. Octopus and Blackie Gaxton free, Betty may be in great danger. Minutes before Spider-Man arrives, Blackie's men take Betty and Bennett to Gaxton's ship, where aboard the dingy tramp steamer, they await the arrival of Dr. Octopus and Blackie, himself. As they board the ship, Doc Ock wants his hundred grand, while Gaxton assures him that it is indeed on the ship. Tracking the device on the car, Spider-Man follows the signal to the docks, and aboard ship, Bennett wants Gaxton to let he and his sister be free.

Disgusted by Bennett, Blackie punches him, while Betty screams, and the screams are overheard by Spider-Man, who in his distress for Betty, slips on some rope before landing, and sprains his ankle, and brings him to the attention of Blackie's armed thugs, who bring him to the cabin, where their boss is less than pleased at seeing the web-slinger, but Dr. Octopus is anxious to pay him for his imprisonment.

However, Doc Ock is far more concerned about the money and now that he knows it's aboard the ship, he no longer needs Blackie Gaxton. Seeing an opportunity, Spider-Man shoots up some webs to support him and his injured ankle, then knocks the guns out of the two thugs' hands, and knocks them into Dr. Octopus, who falls backwards out of the cabin. Spider-Man works on knocking out two more of Blackie's men, while Gaxton reaches for the fallen gun...

He begins to fire wildly, while Spider-Man grapples with him, the shots coming close to where Betty and Bennett are standing. Bennett shoves Betty back to protect her, but as she shouts to Spider-Man to stop struggling with Gaxton before someone gets shot, Bennett is hit! He regrets what he has put his sister through, then dies, and Betty rushes towards Spider-Man, blaming him for her brother's death and hating him for being a hero, while the wall-crawler can only stand there in disbelief, hoping that the crying girl doesn't mean what she says. Betty weeps and wishes that Peter were here to comfort her, but it is too late for Bennett is dead... all because of Spider-Man, and while the web-head tries to think of a way to convince her that it's not the case, he sees Gaxton running out of the cabin, and knows that Dr. Octopus is still on the loose! Now gripped by rage, he pursues Blackie Gaxton, and tells him that there is no place for him to run, while Blackie shoots back in vain...

Even with his men striving to hold off the wall-crawler, Blackie Gaxton is suddenly seized in Spider-Man's grip, while the other webbed hand balls into a fist, eager to teach him a lesson, one which sends Gaxton and his two thugs careening across the entire deck! Below, in the hold, Dr. Octopus has finally separated himself from the thugs and is eager to settle his score with Spider-Man up on deck. His tentacles telescoping him upwards, Dr. Octopus tells the battling Spider-Man that the time has come for their fight, one which he has been waiting for ever since he went to prison last year. Spidey knows that Doc Ock almost defeated him last time, and he manages to stay out of range of those artificial arms, while Dr. Octopus moves in for the kill!

One of the tentacles grips the very line that Spider-Man is swinging from, while the web-head moves swiftly behind a smokestack, but Dr. Octopus moves as swiftly to close the gap, and Spidey manages to keep a slim lead. Realizing that even he can't keep swinging forever, Spider-Man drops down to the walk beneath the upper deck, but is reminded by the jolting pain of his injured ankle, and a couple of Gaxton's men are lurking there, but they are knocked out of the way before Spidey swings up towards the deck and behind Dr. Octopus in hopes of surprising him!

Unfortunately for Spidey, Doc Ock has anticipated such a move and catches him in one of his tentacles, but Spider-Man manages to wrap a rope pulley around two of Octopus' tentacles, causing him to trip! Releasing his grip on Spider-Man in order to free himself from the rope, Dr. Octopus sees him jump into the hold, where Spidey hops in order to relieve his injured ankle, and thinks about what sort of a vacation he's having.

He shoots some webbing across the hatchway to slow Dr. Octopus down, but it's only a matter of seconds for the villain to tear through it, and he manages to reach Spider-Man on the catwalk, but the web-head manages to spray him in the face with some fire extinguisher foam, and wonders how he's going to beat his multi-armed foe. While Doc Ock is trying to get his bearings, Spider-Man dives through the flailing tentacles, and goes in search of Betty, who has been seized by two of Gaxton's men as a hostage!

The two thugs are knocked out by Dr. Octopus' arms, and he seizes Betty, who has fainted, as the launch arrives. Spider-Man leaps on Dr. Octopus, demanding that he take his arms off of her. (Holy Squiddly-Diddly, Batman! This could take a while!) Doc Ock decides to leave the girl behind, and lures Spider-Man onto the launch, where the web-head won't have much room to manuever.

As he lands on the launch, Spidey tells Ock that it wasn't a good idea for the authorities to have released him, but he intends to take him back... for a very long time, while Dr. Octopus is confident that the wall-crawler won't be leaving the launch alive! The artificial arms manage to ward off Spider-Man's blows, proving to be a formidable defense, while the launch's driver dives for safety, Dr. Octopus sees that Spider-Man is growing tired, while he and his artificial arms are tireless. Taking Spider-Man in his grip, he savors the moment of his impending revenge, just as a police launch pulls up, intent on investigating the out of control boat, but unaware of the two combatants!

Spider-Man is determined to stop Dr. Octopus before they arrive, while Doc Ock is also intent on doing the same to him and escaping, but with no one piloting the launch, it strikes a piling, and sends both hero and villain into the drink! Spider-Man swims underwater towards the dock to avoid answering questions from the police, while there's no sign of Doc Ock, who probably got away, and he knows that the next time he faces him, it won't be with an injured ankle to hamper him. He sees Betty being comforted by a policeman, who tells her that Blackie Gaxton confessed that she was used as a pawn in his jailbreak and she is innocent, but her mind is on Bennett, who is no longer alive. Blackie and his men are rounded up, with only Dr. Octopus and Spider-Man left unaccounted for, even after the thugs have confessed that it was he who beat them.

On a nearby rooftop, Spider-Man wraps some webbing on his ankle, and enabling Peter Parker to walk without a limp when he goes to comfort Betty, knowing that he can't tell her that he's Spider-Man, and if he does, he'll lose her forever. It is a secret which he'll have to carry for the time being. Peter tells Betty that he's pleased that she's been cleared and that he's sorry about her brother, who she describes as being so headstrong and weak, falling in with bad company while at college, but still, she loved him, and Bennett died like a man in the end. In her grief, she blamed Spider-Man for what happened, but she knows that she was wrong to do so, but she doesn't want to see him again, and be reminded of her brother. Betty wonders if what she's saying makes any sense, and Peter reassures her, telling her that he's certain that Spider-Man would understand, as well. He leaves her to deal with her grief, and Peter walks alone into the night, with the shadow of Spider-Man on his shoulders.

What could make Betty Brant hate Spider-Man, who is really Peter Parker, and who is in love with her? Truly a triangle for the Marvel Comics of the Silver Age.

Peter's mind is not on what super-villain he has to face next, but on the girl who left town, and even then, the imminent release of Dr. Octopus is enough to shock the teenager to the present.

His meeting with the warden doesn't go over as well as a certain duly-deputized officer of the law's rapport with a certain Commissioner.

This story presents the origin of the spider-tracer.

From the city of New York to that of Philadelphia, courtesy of a road map and a car with Pennsylvania license plates.

Blackie Gaxton resembles J. Jonah Jameson's long-lost brother, who was separated at birth. Same charming disposition. Just imagine the jail cell as a newspaper office and Bennett Brant as a Bugle photog, and there you go.

Just like the cell phone commercial, Spidey makes his way to another city in the United States.

Misunderstandings occur when Spider-Man seeks to prevent Doc Ock from freeing Blackie Gaxton, only to arrive too late, and to be spotted by a pair of prison guards.

Thanks to a sprained ankle, Spidey is having a tougher time of it, especially with Bennett and Betty in the clutches of Blackie Gaxton and Dr. Octopus.

Just as with the death of his Uncle Ben, Spider-Man is indirectly responsible for Bennett Brant's death, or at least Betty sees it this way intially.

Ditko's art has Spidey at his limber best, and Dr. Octopus no slouch himself.

With a name like Blackie, you'd expect to find Blackie in Boston. Another famous Blackie is Blackie Drago, who would become the second Vulture during John Romita's time on the book.