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"Look at him! He's stolen my technology! There is room for only one Otto Octavius!"

-- Doctor Octopus, to Spider-Man, ASM #44

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Spider-Man faces off against TWO Doc Ocks!

(Click panels for larger images.)

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Amazing Spider-Man #37-45

• Spider-Man/Peter Parker
• Aunt May
• Mary Jane
• Jenny
• Dr. Strange
• Doctor Octopus
• Carlyle

List price: $12.99 (US) • $21 (Canada)
ISBN: 0-7851-1075-5 • Original Release Date: 12/4/02
144 pages

AMAZING SPIDER-MAN #40-45:

Script: J. Michael Straczynski
Pencils: John Romita, Jr.
Inks: Scott Hanna
Colors: Dan Kemp & Avalon Studios

Amazing Spider-Man #40: "Sensitive Issues"
22 pages + cover • June 2002

Aunt May visits J. Jonah Jameson at the Bugle offices and tells him in person she is cancelling her subscription based on his anti-Spidey bias. At the school, Jenny asks Peter if he will come back to her neighborhood and check out a mystery for her. MJ calls to talk to May and Peter's aunt is unsure how to talk to her, knowing not if Peter has confided his secret to her. Back at Jenny's building, Peter meets her friend Susie, who tells Peter something weird has been going on. Lots of street boys who were getting cleaned up have wound up disappearing. They can't get the police to be interested in helping, so they turn to Peter to see what he can do.

Later that night, as Spider-Man, he cases Jenny's neighborhood. He senses trouble and witnesses a nearly invisible man sucking a boy into a giant whirlwind he has generated. Spider-Man attacks, but cannot touch the man. Turning solid, the man strikes out at Spidey and knocks him aside. Whenever Spider-Man tries to hit back, the man turns transparent again. Spidey tosses a garbage can lid, a la Captain America, and it boomerangs back and hits the man while he is solid. Spidey is able to get him off balance and land a few punches, but not for long. The man turns transparent again, warns Spidey to stay away from this neighborhood, and disappears in the whirlwind.

Back home, Aunt May arrives to say hello and to tell Peter that MJ will be in town for a photo shoot and wouldn't mind seeing him if he wanted to see her. He says that might be a good idea.

Amazing Spider-Man #41: "Looking Back"
22 pages + cover • July 2002

Spider-Man visits with Jenny and she tells him that there is a youth office named Lt. LaMont that might be able to help get a fix on the fellow with the tattoo he's looking for, a man called the Shade. Sure enough, LaMont cooperates and searches through police files, turning up a convict with the exact tattoo Spidey described. He is held in the Latterby Mental Institution, and, after Peter and Aunt May have a discussion in which she tells him that Mary Jane wants to see him at the airport terminal when she flies in that night, LaMont and Spidey go out to visit him.

His name is Richard Cranston and according to his guards, he hasn't spoken much in a while, and his tattoo is a recent phenomenon, burned mysteriously onto him since he has been incarcerated. Spider-Man asks him about his tattoo, saying he had seen it on another man recently, and Cranston explodes with rage, saying the man Spidey saw ruined his plan to escape from prison through the astral plane. He had developed an incantation to reach the astral plane so he could escape, which included burning an arcane symbol into his neck. Before he could successfully pull it off, the man who would later become known as Shade knocked him out and took his place. His transfer to the astral plane was not completely successful however, and the Shade screamed in agony as he left Earth's plane. Spidey realizes there's only one person he can go to for help filling in the rest of the blanks: Dr. Strange.

Amazing Spider-Man #42: "A Strange Turn of Events"
22 pages + cover • August 2002

Dr. Strange helps Spider-Man access the Astral Plane to search for the Shade and all the missing kids he's sucked in. He explains to Spidey that when the Shade's incantation went bad, it meant that in order for him to access Earth's plane, he had to replace his presence in the Astral Plane with another. That meant he sought out people that wouldn't be missed in order to maintain his limited time on Earth. Once he meditates on reaching an ectoplasmic form- through Dr. Strange's Hand of Vishanti object- Spidey becomes his astral form and flies across the night sky.

Meanwhile, the Shade has been led to Jenny, who he realizes has alerted Spider-Man to him and takes her into the Astral Plane. Spider-Man makes it to the scene just in time to access the plane through the whirlwind created by the Shade. Once inside, Spider-Man takes the fight directly to the Shade, where his fists can now make full contact. Jenny takes the initiative to release all those who were kidnaped by the Shade from their astral plane prison, and finally, Spider-Man knocks the Shade directly into the energy source which provided him his power, causing an astral explosion that wipes him out. Before Spider-Man leaves with Jenny and the rest, he checks out a strange spider creature that exists in the astral plane, one which doesn't want him around at all and expels him back to Earth.

Once back on Earth, he realizes it's a day in the future, and he's missed his meeting with Mary Jane at the airport. He heads over there in his astral form and sees her boarding the plane to go back to LA, and he can do nothing to stop her.

Amazing Spider-Man #43: "Cold Arms"
22 pages + cover • September 2002

Mr. Carlyle, the CEO of Nexus Industries, persuades Otto Octavius to sign on as a consultant to his company's high-tech research team. After showing off the power of his robotic arms, Octavius is told by Carlyle that he must have a private discussion with his aides about his hiring, and leaves the room. Now alone in the boardroom, a knockout gas seeps in. Octavius puts his arms on and tries to break out but finds the walls are solid steel. He has been trapped, and he falls to the ground, succumbing to the gas. While Peter tries in vain to reach an angry MJ by telephone, Carlyle explains to Octavius that he was kidnaped so his scientists could figure out how to replicate his arms into a 21st century reimagining. Carlyle shows off his new "octopus arms" that he wears around his body, and heads off to try them out by robbing a bank.

Peter and Aunt May decide to fly off to LA so he can see Mary Jane in person. Meanwhile, Octavius stews in his prison. Before the oxygen in his tank runs out, he calls out to his arms which are held in another room to come save him. They penetrate the cinder block cell they are stored in and break through the airtight tank Otto is held in. His power thus restored, Dr. Octopus heads out to take care of Carlyle.

Mary Jane is being told about her new movie role by the producer (it's a low-budget sci-fi flick where her main job is to run around scantily-clad.) Peter and Aunt May are trying to talk their way onto the lot when MJ intervenes, telling him he has two minutes to give her a reason why she shouldn't have him thrown off the lot.

Amazing Spider-Man #44: "Arms and the Men"
22 pages + cover • October 2002

Peter and Mary Jane's conversation gets off to a rocky start, but cool heads prevail before they are all introduced to MJ's leading man- a fellow dressed in a lobster suit. Peter and MJ agree to meet later. At Carlyle's hotel penthouse, he prepares to start living the high life when the real Doc Ock shows up to punish him for his transgressions. A melee breaks out in the highest floors of the hotel.

Peter hears about the ruckus on the radio and is forced to break away from his Aunt May to go fight the good fight. The Octopi are going at it in pitched battle when Spidey shows up. Doc Ock warns him to stay out of the fight, but it's a no-go: Spidey takes it to them both. Carlyle brings down the hotel around them, with Spidey buttressing up the falling walls with a single column; he pleads with Doc Ock to help so they can buy time for civilians to escape.

Octavius helps hold up the falling wall, and all the innocent bystanders make their way out. As soon as they're gone, he pulls his arms back, letting the wall fall on Spider-Man, and then he sets out after Carlyle.

Amazing Spider-Man #45: "Interlude"
22 pages + cover • November 2002

Spider-Man is stuck at the bottom of tons of hotel wreckage and debris. He runs out of air and is forced to suck oxygen through tubing at the bottom of the wreck. While he struggles to gain his way to freedom, Carlyle is looking for a good place to grab hostages. He finds his way to the movie studio where MJ is filming her movie.

Spidey finally breaks free. Meanwhile, Doc Ock has made his way to the studio to take down Carlyle, who just happens to be threatening Aunt May. Octavius will have none of this and they start to brawl once again, with Carlyle having the upper hand by the time Spidey shows up. As he's tangling with the new Octopus, Otto feeds him some information that might help him beat Carlyle. Spidey goes for the rear compartment of Carlyle's suit, which Octavius had weakened, and he rips into it, causing his suit to disintegrate.

Doc Ock makes a getaway, and later, Peter and MJ have a conversation about their future together, with MJ giving her deep concerns about being a third wheel in her marriage with Peter Parker and Spider-Man. Peter pledges undying devotion until she can make up her mind.

-- cover image scan and trade data provided by Mister Stat

-- synopsis and panel scan by Gormuu

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