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Amazing Spider-Man 12
"Unmasked by Dr. Octopus!"

COVER IMAGE NOT FOUND May 1964; Marvel Comics Group; featuring "Unmasked by Dr. Octopus!", written by Stan Lee and drawn (and possibly plotted or co-plotted) by Steve Ditko. (The story has been reprinted several times; I'm reviewing it based on the black & white reprint in ESSENTIAL SPIDER-MAN vol. 1.) On the cover, Dr. Octopus holds a helpless Spider-Man in his metal arms and rips off his mask to expose the face of Peter Parker, as Peter's boss J. Jonah Jameson, his girlfriend Betty Brant, and some cops watch in shock.

Review by Bill Henley

The splash page consists of a figure of a despondent-looking, unmasked Peter Parker/Spider-Man, surrounded by vignettes of the villainous Doc Ock, a gloating J. Jonah Jameson, the rest of the supporting cast (Betty Brant, Aunt May, Flash Thompson, Liz Allan) and some escaped zoo animals. The story picks up from the previous issue, in which Spidey traveled to the wilds of Philadelphia to battle Dr. Octopus but failed to capture the cephalopod crook. J. Jonah Jameson, naturally, makes this failure the main "Daily Bugle" headline of the day. JJJ has his own problems, as the latest of a series of replacement secretaries quits in a huff-- "You don't need a secretary-- you need a PSYCHIATRIST!" Fortunately for JJ, his former secretary, Betty Brant, has returned to New York and is masochistic enough to ask for her old job back. Swinging by the Bugle office as Spider-Man, our hero observes Betty's return and changes to Peter Parker, eager to meet Betty and console her after the traumatic events of last issue (in which her brother Bennett was killed during the battle with Doc Ock). JJJ throws Peter out of his office since he doesn't have any new photos to sell-- "This is an OFFICE, not a social club!"-- but a smiling Betty invites Peter to call her later at home.

Meanwhile, Dr. Octopus is on the rampage elsewhere in the country, committing spectacular crimes in city after city. His goal is not merely to amass ill-gotten weatth, but to lure his archfoe into his multi-armed grasp; "I KNOW I'm stronger than he is! I know that I'll defeat him when next we meet! But so long as he lives, I'll never be truly safe! I've GOT to force him to fight me again! But whey hasn't he followed me?" Well, if Spidey were a DC hero, he probably would have. Superman would have flown to wherever his enemy was rampaging in a matter of minutes, the Flash would have run there, and Batman would have traveled cross country in his Batplane or Batmobile. But as for Spider-Man, well.... he's sitting at his living room table doing homework as Peter Parker, as his Aunt May clucks that he feels a little feverish. He's well aware of Doc Ock's out of town rampage, but "I haven't the money for the fare, and my end term exams are coming up soon, and Aunt May would never let me go ANYWAY!"

The next day at school, Peter Parker's classmates are reading JJJ's latest anti-Spider-Man screed, and it occurs to them to ask "bookworm Parker, " the science geek, what he knows about spiders. Not wanting to hint that he knows a lot more about spiders and Spider-Man than anyone suspects, Peter pretends an aversion; "I HATE spiders! They're such ugly, icky things! I'd rather not even TALK about them!" This inspires a certain amount of merriment about Peter Parker's "rugged, fearless he-man" nature, which in turn inspires some thought-balloon moralizing by Peter; "Someday everybody will realize that it's only the people who are inferior THEMSELVES who keep picking on others!...How about that? I'm beginning to sound like a teen-age Billy Graham!" (Speaking of Peter's teen-age status, while Lee and Ditko managed to make Peter Parker a believable teenager in many respects, I have to wonder if even the geekiest teen even in the early 60's actually wore the kind of suit-and-vest ensemble Ditko draws Peter wearing to school.)

"Not long afterwards, Betty Brant receives a mysterious phone call", and is distraught when she recognizes the voice on the other end as that of Dr. Octopus. Soon after that, the not-so-good doctor makes his appearance in person, bursting through a window into J. Jonah Jameson's office while Betty and Peter Parker are present. Doc Ock seizes Betty in two of his arms while holding JJJ and Peter at bay with the other two. "I can't fight back now-- it would give my identity away!", Peter thinks, with his face symbolically half-masked as Spider-Man. Ock issued his demand; to keep Betty from being harmed, Jameson must print a notice to get Spider-Man's attention and then send the webslinger to Coney Island (and not for a fun time on the roller coasters). As Doc Ock carries Betty away, Peter shouts a promise that Spider-Man will save her. But will he be able to keep that promise? As he confronts JJJ in his Spider-Man identity, pretending to be learning for the first time about Ock's threat, and then heads for Coney Island (where the amusement park is closed for the winter), our hero realizes, "I feel kind of woosy-- my head is warm-- maybe I AM getting ill, as Aunt May said!" On the way to Coney Island, Spidey realizes he is not sticking to walls as well as usual. But of course, with Betty's life at stake, this does not prevent Spidey from keeping his appointment with Betty and Doc Ock. Also on hand for the confrontation will be JJJ, who has decided to see whatever happens for himself.

At Coney Island, while Doc Ock boasts that he will deal out "Spider-Man's greatest humiliation," and Betty (not altogether a passively helpless damsel) tries to free herself from Ock's ropes with her fingernaiils, our hero approaches the scene more wobbly than ever. "Can hardly stand-- my feet feel like rubber! Of all the times for me to get a virus attack...But I CAN"T let it stop me!" Betty succeeds in freeing herself and makes a run for it just as our sick little superhero arrives on the scene. Desperate to keep Ock from recapturing Betty, Spidey grabs Ock from behind and delivers what he hopes will be a knockout punch to the jaw. But no such luck; "My spider-strength is GONE! He hardly FELT it!: The suspicious Ock wonders if his archfoe is pretending weakness as some sort of trick. "What are you trying to do-- frustrate me? Fight back, do you hear? Don't water down my victory by making it too easy!" Holding our hero in the grip of his metal arms and delivering punch after punch with his real fists, Dr. Octopus has our hero at his mercy and delivers to coup de grace of pulling off his mask to reveal-- "I should have KNOWN! It's NOT Spider-Man! It's that weakling brat, Peter Parker!" Betty Brant, JJJ, and the cops who Betty has called to the scene come to the same right-but-wrong conclusion, assuming that since he learned of Octopus' threat against Betty, Peter the impulsive, non-powered teenager tried to save her by dressing up in a Spider-Man costume. Betty and even the police are impressed by Peter's "courage", but JJJ is only irritated (his usual condition), especially when the police rip into him for failing to report Doc Ock's threat so that they could set a trap for him. Shortly afterwards, a "nice policeman" delivers Peter to his Aunt May's tender care, and a doctor reassures her; "It's just the 24-hour virus! It makes one weak as a kitten for a day, but then it passes!" Peter's sleep is troubled by a dream of his costumed self berating him; "What ARE you? Some kinda NUT or something?? You should have your HEAD examined for appearing as Spider-Man when you were so weak!" But the next morning the doctor's prognosis is borne out, as Peter awakens in fine fettle and able to flip out of bed in a somersault; "I've got the old spider-strength back! The old ZINGAROOO!" He doesn't escape the house before receiving a stern talking-to front Aunt May about his stunt with the costume of "that dreadful Spider-Man". But at school the reaction is somewhat different. While Flash and some others sneer at Peter's attempt to "show off", Liz Allan, the classmate who once disdained puny Peter, lashes out at Flash, saying Peter has demonstrated courage as well as brains far exceeding that of Flash, a hero only on the football field. And meanwhile, somewhere in hiding, Dr. Octopus tears apart newspapers which depict his "battle" with young Peter Parker as a fiasco for the archvillain. Goaded into total fury, Doc Ock leaves his hideout and goes on the rampage around New York-- starting by breaking into the zoo and freeing the most dangerous animals (lions and tigers and bears, oh my!}

Finding himself pursued by the suddenly worshipful Liz Allan, Peter Parker takes the interruption of the zoo animals' rampage almost as a relief. Seeing a lion threatening passers-by, Spidey leaps on its back to wrangle it and deliver it into the nets of the police; "I've never fought anything like THIS before-- but there's always a FIRST time!" He webs up the claws of a girzzly bear and then battles a gorilla on a precarious window ledge. Meanwhile, Dr. Octopus himself is still on the prowl, screaming for the real Spider-Man to come and face him. And face him he does, using his webbing to halt a giant advertising sign Ock has toppled toward bystanders. But now, even with his full powers restored, can Spider-Man defeat his most dangerous foe (the Green Goblin hadn't been introduced yet, and even then would take a while to eclipse Ock as the head of Spidey's rogues' gallery) in a really major snit? "How am I gonna figure out a way to defeat him once and for all? Well, one thing's for sure-- I'd better come up with an ANSWER pretty darn fast!" For a moment our hero thinks he's found that answer; when Ock pursues him up a smokestack, Spidey swings around and around the stack, pinning Ock to the smokestack with his webbing. But Ock is not without his own resourcefulness, and he uses his arms to push himself away from the stack, causing the strands of webbing to go slack before they can tighten completely. The chase resumes, with Ock taunting Spidey that the webslinger's greater agility is outmatched by the greater strength and endurance his mechanical arms give him. "Guess you're right, Ock! If all that BOASTING doesn't tire you out, nothing will!" Spider-Man takes momentary refuge in an airshaft, but then hurls himself upward for some close-in fighting with Doc Ock. "Buddy boy, you're not fighting a weak IMITATION of Spider-Man now-- you're fighting the REAL THING!" He delivers a mighty punch to Ock's jaw, but it's not enough to put the villain out for the count, and as they grapple on the rooftop, they both fall through a skylight into a sculptor's studio loft. As they continue to battle, amidst giant stone heads and winged angel figures, they knock over the sculptor's cleaning fluid and a fire is ignited, threatening both combatants' lives. "Are you so filled with hate that you're willing to DIE rather than stop our battle?" Apparently so, as Ock continues to lash out-- until one of the giant statues falls on him, pinning him to the floor. Selflessly, Spider-Man is prepared to risk his own life to save his archfoe. (Interestingly, soon after this when Steve Ditko left Marvel and started creating his own heroes-- Mr. A for Wally Wood's WITZEND magazine and the Question for Charlton-- he distinguished his harder-edged heroes by having them *refuse* to save villains who whose lives were endangered, arguing that there's no reason to risk the life of a good and innocent man to save someone committed to evil who brought about his fate by his own actions.) A collapsing floor and outbreak of flame prevents Spidey from reaching Ock, and he realizes; "I've been so worried about Doc Ock, I forgot about MYSELF! This is no bed for roses for ME, either!" Especially when he discovers that his webshooters are empty. Fortunately he manages to refill the cartridges quickly and then uses his webbing to create a fireproof shield that lasts long enough for him to escape the building. Spidey resumes his Peter Parker identity just in time to exchange sneers with Flash Thompson ("Get lost, Parker! [Doc Ock] is still at large! You might SEE him and faint dead away!" "Why don't you slither back to the rock you crawled out from under, Flash!") and witness the capture of the no-longer-at-large Dr. Octopus, alive but weakened and ripe for capture by firemen and police. Ock mutters that it was the fire that beat him, not Spider-Man, but the cops aren't having any, pointing out that Spidey has beat him in the end each time out, fire or no fire. Liz Allan catches up with Peter and tries to invite him to a party, but Peter brushes her off, "I've got a date with a certain little brunette tonight-- even though she may not know it yet!" After Peter suggests that Liz return to Flash "even though I know how boring it must be to have to use all those one-syllable words when you TALK to him!", Flash is outraged, but Liz admits, "We RATED that, after the way we've always treated Peter!" And so, as Peter reflects that he even made a profit by having his automatic camera snap pictures of the fight with Octopus for JJJ, the final caption reads, "Fooled you, eh? See, we don't ALWAYS have unhappy endings! Like anyone else, our web-spinnin' hero has his ups and downs! But if he thinks things are going to STAY rosy, it's a good thing he doesn't suspect what's in store for him next ish!"

I said a while ago I had some thoughts about why Spider-Man, in particular, took off as Marvel's top solo hero of the Silver Age and became the first hero since the original Captain Marvel to go head-to-head with Superman and Batman for the title of top costumed hero. This early issue exemplifies several of the factors that did it. The talent of Stan Lee and Steve Ditko (and later John Romita Sr.) had a lot to do with it of course. So did the strong lineup of villains, like Dr. Octopus, that Lee and Ditko came up with. I referred a minute ago to Captain Marvel, and in one way Spider-Man followed in the footsteps of the Big Red Cheese. It's been noted, by Jules Feiffer and others, that Cap became even more popular than Superman for a while during the Golden Age partly because of his unique wish-fulfillment factor for kids. He wasn't an adult hero, or a kid hero-- he was a kid who *became* a super-powered adult, feeding the fantasies of every kid who ever wanted to grow up right away.

Spider-Man captured that wish-fulfillment aspect for a somewhat older and more sophisticated set of readers. He didn't, of course, magically transform from a kid into an adult. But when geeky teenager Peter Parker put on his costume and full-face mask, he became Spider-*Man*, not Spider-Kid or Spider-Boy. He wasn't a sidekick or a kid version of an adult hero or even a junior partner like Johnny (Human Torch) Storm of the FF. He didn't take orders from a mentor or boss; he might make plenty of mistakes, but at least they were his own mistakes. He functioned as an adult, and defied various adult authority figures, including JJJ as well as the villains. That must have been tremendously appealing to a teenage and late pre-teen audience, in a way that the DC (and even other Marvel) heroes of the time were not.

Another way in which Spider-Man distinguished himself from his DC rivals was his power level. At the time, DC heroes tended toward one of two extremes. Either they were so powerful that they were all but omnipotent and needed special "weaknesses" in order to face any sort of challenge at all (Superman, Supergirl, Green Lantern, Martian Manhunter). Or else they were not super at all (Batman, Green Arrow) or just barely super (Aquaman, the Atom). Spider-Man struck a happy medium between these extremes; he was super, but not *too* super. He was super enough to allow for spectacular action scenes and the vital wow-I-wish-I-could-do-that wish fulfillment aspect. But he wasn't so super as to be invincible. He could be killed by a bullet if he didnt dodge fast enough; he could meet a villain stronger than he was and capable of beating up on him (he wasn't by definition the strongest being in his whole world, like Superman); he could even be felled by something as mundane as a virus, as in the above story. Though super, he still had to win most of his victories by his own wits, courage, and perseverance, and not just by out-supering the opposition. This gave stories like ASM #12 a kind of crackling tension and suspense that most DC superhero stories inevitably lacked. (The more sophisticated reader doubtless knew that Spidey would win out in the end because he was the star of the comic book....but it was easier to suspend disbelief and forget about that with Spidey than it was with Superman.)