Peter develops his first spider-tracer to plant on the car that comes to pick Dr. Octopus up from prison. To his surprise, Peter sees Betty driving the car. In a Philadelphia police station, Betty’s brother Bennett deals with his client Blackie Gaxton, who maintains a hold over Bennett thanks to his gambling debts. When Bennett returns to his apartment he finds his sister and Dr. Octopus waiting, with Octopus having arranged to break Blackie out of police custody. Peter heads to Philadelphia in pursuit and encounters Betty, promising to help her and secretly planning to reveal his double identity to her afterwards. However, Dr. Octopus gathers with Blackie, his gang, Betty and Bennett aboard a ship, intending to leave the country. When Spider-Man arrives a fight ensues, during which one of Blackie’s shots goes wild and kills Bennett. Distraught, Betty vows to hate Spider-Man forever. Spider-Man cleans up the rest of the gang, but Dr. Octopus escapes. When Peter meets with Betty later she affirms her hatred of Spider-Man and that he will always remind her of Bennett’s death.