While Spider-Man captures three criminals during their attempted safe robbery, Dr. Otto Octavius, aka Dr. Octopus, is hard at work at the US Atomic Research Center, using his special tentacled apparatus to handle radioactive materials. His experiment goes awry causing an explosion. Hospitalized, Octavius discovers the radiation has fused his tentacled apparatus to his body, granting him superhuman strength, but he has also suffered severe brain damage, turning him into a paranoid megalomaniac. Octopus captures the hospital's staff, and as a result, press inquiries are rebuffed. When J. J. Jonah Jameson complains, Peter offers to bypass security and get photos. As Spider-Man, he sneaks into the hospital and observes Octopus ranting to his captives. Overconfident, Spider-Man confronts Octopus, but is overwhelmed, contemptuously slapped in the face and hurled through a window, while Octopus' hostages escape. Octopus returns to the Research Center, which he takes over, destroying half of the facility as a demonstration of power and protecting himself with electronic barriers. Peter is despondent over his defeat at school the next day where the Human Torch addresses the student body closing with an inspirational speech. Encouraged by the Torch's words, Spider-Man hurries to the Research Center, where he uses wire to bind several chemical-filled beakers together, then uses the chemicals to fuse two of Octopus' metal arms together. He evades his foe's remaining arms, blinds Octopus with webbing, knocks him out, and webs him up for the police, then seeks out the Torch to thank him for his unwitting inspiration.