Dr. Octopus answers May and Anna’s boarder ad and May, remembering her visit with him in ASM Ann #1, readily gives him the room. Soon after, Ock contacts his remaining men on a communicator that interferes with May’s TV reception. At Peter and Harry’s apartment, Pete locks up his Spidey equipment before leaving his room, making Harry think Pete fears he’ll steal something. At the Daily Bugle, Betty introduces Pete to new city editor, Joe Robertson. In Forest Hills, Peter learns Ock is May’s boarder but can’t convince her that he’s a criminal. In private, Ock tells Peter to behave or he’ll kill May. Waiting until dark, Peter becomes Spider-Man, then uses his spidersignal to draw Ock out. Instead, Ock summons his men but Spider-Man defeats them. Seeing May has joined the bystanders outside, Spidey attacks Ock in the home but May enters and, terrified at the sight of Spider-Man, collapses in his arms. Ock escapes by smashing through the wall but Spidey stays behind, changing back to Peter and calling Dr. Bromwell who tells him his Aunt will live but may not survive another shock. As May rests, Peter vows to track down Dr. Octopus.