Amazing Spider-Man (Vol. 1) #12


Cover Date: May 1964

Cover Artist: Steve Ditko

“Unmasked By Doctor Octopus!”

Plotters: Stan Lee, Steve Ditko

Scripter: Stan Lee

Penciller: Steve Ditko

Inker: Steve Ditko

What’s Going On?

Doctor Octopus is upset that he was unable to defeat Spider-Man last issue, so he is intent on wreaking havoc until he can battle Spider-Man once again! But how effective can an ill Spidey be against such a dangerous foe?


  • Doctor Octopus has been committing brazen crimes across the country, hoping that Spider-Man would interfere. After their stalemate last issue, Doc Ock wants to prove that he is supreme!

  • The reason Spidey hasn’t chased Doctor Octopus across the country is simple: he would need money and parental permission to travel (he has neither), and on top of that, he’s getting sick.

  • Knowing that Spider-Man risked his life to save Betty Brant before, Doctor Octopus decides to kidnap her to draw the hero out. To avoid police interference, Doc Ock tells J. Jonah Jameson to convey the meeting place for the fight to Spider-Man.

  • An under-the-weather Spidey isn’t nearly the challenge Doc Ock was expecting, though.

  • After defeating Spider-Man, Doctor Octopus removes his mask in front of Betty, JJJ, and the police, revealing Peter Parker’s face!

  • …but no one believes that Peter is actually Spidey, not even Doctor Octopus. It is assumed that Spidey didn’t show up for the fight, and Peter tried to play hero. Disappointed, Doc Ock makes his escape.
  • Afterwards, Peter recuperates at home and is back to his normal super-self the next morning.

  • Back at school, Peter is treated like a hero by Liz Allan, in defiance of Flash Thompson’s mockery.

  • A rejuvenated Spider-Man takes on Doctor Octopus again, ultimately beating him in the middle of a blazing fire. At the end of the day, Spidey was victorious, and Doc Ock was in prison.

Is It Good?

There are some convoluted bits in this story —- Spidey’s sickness and unmasking —- but this was still a fun story. It’s always nice to see the “Parker luck” narrative turned on its head a bit, so having two girls romantically interested in Peter was a nice change. I’ve never been a huge Doctor Octopus fan (pre-Superior Spider-Man, of course), so I’ve enjoyed seeing how Stan and Steve originally established Doc Ock as a legitimate villain.


  • Betty Brant is working at the Daily Bugle again.
  • Doctor Octopus last appeared in Amazing Spider-Man #11.
  • It looks like Flash Thompson successfully convinced everyone he is not Spider-Man, after the events of Amazing Spider-Man #8.  I’m honestly kind of surprised that Lee and Ditko didn’t do more with that gag.

  • This is the first time Spider-Man is unmasked by a villain.
  • Apparently, Spider-Man is especially susceptible to viruses.
  • Liz Allan breaks up with Flash Thompson in this issue.
  • Spidey briefly runs out of web fluid in this issue. It’s been a while since that has happened.

  • Betty sure seemed to hate Spider-Man after her brother’s death last issue. That hate appears to have been forgotten.

Comics Are Goofy:

  • There’s a lot to unpack in this image. Is Jonah such a good typist that he can efficiently type one-handed? Why wouldn’t his secretary handle his typing (he seems like the dictating type)? Why does he have a picture of Spider-Man’s disembodied face —- and nothing else —- above his desk? Why shake your fist at a bad picture?

  • Gotta love those hard-hitting Daily Bugle photo captions:

  • I like to think that Peter said this in his deepest, most masculine voice.

  • Doctor, you realize that you are climbing up the side of a building in New York City, dangling a captive from your robot arms, right? What makes you think that only Peter or JJJ would call the police on you?

  • Exactly how does Peter know about this, Dream-Spidey? It’s never been mentioned before. And is it really the “one thing” his Spidey strength can’t resist? What about drowning? Poisonous gas? Explosive decompression?

  • Reminder: Liz agreed to go on a date with Liz (back in Amazing Spider-Man #4). Peter’s unpopularity is mostly in his own head.

  • New York City must not have had animal control in the ‘60’s.

  • By “like this,” Spidey of course means “crotch-first.”

  • If nothing else, having a teenager admit that they were a jerk is a clear sign that this is a work of fiction.

Well, That Aged Poorly:

  • Note: superheroes should not compare themselves to Billy Graham. Ever.

  • In case you were curious, Frank Buck was a famous big game hunter that specialized in capturing dangerous animals alive. His popularity as a celebrity peaked in the 1930’s.

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