At New York’s Museum of Natural Science, Dr. Octopus’ mechanical arms are the subject of a lecture. Octopus himself is imprisoned in the Midwest under the presumption he cannot control his arms over such a distance, but having increased his mental range, he summons the arms, which escape the museum and wreak havoc in the city. Spider-Man intervenes but the arms escape. At ESU the next day, Professor Miles Warren warns Peter about his slipping grades. With Gwen’s encouragement, Peter resolves to improve his academic performance. Meanwhile, the mechanical arms, having crossed hundreds of miles in less than 24 hours, free Octopus from prison. Donning the arms, he absconds to Chicago’s O’Hare Airport where he latches onto a departing airliner carrying J. Jonah Jameson, John Jameson, and international delegates General Su and Captain Wong. Seizing control of the plane, Octopus demands $10 million upon landing to ensure Su’s safety. Learning of the incident, Peter accompanies Joe Robertson to Kennedy International Airport, where Captain Stacy is already present to oversee police involvement. Octopus’ plane lands, and Peter, as Spider-Man, tears the plane open and blinds Octopus with webbing, enabling the passengers to escape. Octopus attempts to escape by piloting the plane blind. Spider-Man bails out and the plane explodes on take-off, seemingly killing Octopus.