I: Feature Story: "The Terrible Threat of the Living Brain!"

Pages: 17

Script: Stan Lee
Pencils: Steve Ditko
Inks: Steve Ditko
Letters: Artie Simek

First Appearance: Living Brain, Mr. Petty

Villain: Living Brain

Guest Appearance: Mr. Warren, Flash Thompson, Liz Allan, Mr. Petty

Marvel Milestones: First named appearance of Mr. Warren, Midtown High science teacher

Synopsis: Mr. Warren, the Midtown High science teacher, introduces Mr. Petty, the designer of a robot called the Living Brain. Two assistants wheel the huge robot into the classroom for a demonstration. Dr. Petty explains the Living Brain's complex abilities, with arms that resemble a human's and roller balls for feet that allow the robot to move around quickly on the ground. It also has a "brain" that has been encoded with all the knowledge on Earth. The doctor claims the Living Brain can answer any question asked of it, and Peter Parker is picked to help demonstrate this idea. The question his classmates want answered is "Who Is Spider-Man?" Peter reluctantly inputs all known facts about Spider-Man, but worries that it will return his name. Peter gets the readout and is told that he will have to take it home and decode it overnight, since it is written in complex mathematical code, and return the next day with the answer.

The two assistants who helped move the Living Brain into the classroom overhear the description of its powers and realize it could help them win big at the race track, so they decide to steal it. Flash Thompson demands the chance to decode the secret of Spidey's identity, and he and Parker squabble about it. Mr. Warren decides the pair have been haggling enough over time and they should finish their fight in the boxing ring. After class, Peter and Flash, along with all their classmates, head down to the gym and both combatants dress up in boxing gear. Peter's concern is that he doesn't want to really hurt Flash, so he takes it easy, but his first punch unintentionally knocks Flash clean out of the ring, much to the amazement of his friends.

While the two teenagers duke it out in the ring, the two thieves set out to steal the Living Brain. Mr. Petty walks in on them and they knock him out, but in the confusion, one of the thieves accidentally bumps the robot's control panel. The Living Brain goes wild, rampaging through the halls of Midtown High. Back in the ring, right after Pete accidentally knocks Flash out cold, word comes to the gym that the robot is dangerously out of control. Peter takes Flash's unconscious body to the locker room, then suits up as Spider-Man to stop the robot. When he makes it upstairs, he sees all his classmates on the run from the robot's lethally dangerous swinging arms. Spider-Man creates a wall of webbing in the robot's path, but the Living Brain overpowers it by cutting through with its incredible strength. It chases down Spider-Man wherever he runs.

In the midst of battle with the robot, Spider-Man overhears the assistants talking about how they caused all this havoc after they tried to steal it, and he understands the dynamics of what is going on. But still, he first must stop the robot. After more tense combat, when it seems the super-smart robot has a plan for every attack, Spider-Man eventually finds the "OFF" switch and activates it. Mr. Petty tries to chase down the two thieves, and as they run into the locker room to escape, they trip and fall over Flash Thompson who is tying his shoes. They lie unconscious after busting their heads on the ground. Flash takes credit for stopping the thieves, and Peter sees a chance to try out a new form of ridicule against his nemesis: he offers up the idea that the super-strong Flash Thompson must be Spider-Man to be able to two burly guys like the thieves. Flash doesn't like this one bit, and his classmates make fun of him relentlessly.

--synopsis by Gormuu

Issues Reprinted
Spider-Man from Amazing Fantasy #15 and
Amazing Spider-Man #1-10

Click on cover image to learn more about each issue.