From his underwater base, the Master Planner, in reality Dr. Octopus, oversees his gang’s activities. Peter encounters Betty and Ned at the Bugle, nearly starting a fight with Ned to make Betty angry at him. Later, he learns from the doctors that there are radioactive particles in Aunt May’s blood. He realizes this is a result of his blood transfusion (from ASM #10). Determined to save her, he heads to Dr. Connors’ lab as Spider-Man, asking for help. Connors mentions the serum ISO-36 as a possible cure and Peter sells his science equipment to help pay the expenses. However, the Master Planner gang steals it when it arrives in New York. Frantic, Spider-Man rages through the city looking for leads, to no avail. Finally, he stumbles upon the entrance to the underwater base and engages the Master Planner’s men, finally coming face-to-face with Dr. Octopus himself. After a pitched battle, Dr. Octopus flees, leaving the serum behind. Spider-Man is left pinned beneath a huge piece of machinery. The walls of the base have been damaged, slowly letting in water. Unable to lift the debris, Spider-Man feels he has failed Aunt May.