Amazing Spider-Man 31-33

This month’s Arcs & Runs looks at a famous Spider-Man versus Doctor Octopus story that ranks amongst Spidey’s best. This fan favourite has been on my “to do” list for some time. It has been covered already in part by CBD writers Peter Chin (Why Comics Rule) and in Walt’s Undervalued Spotlight #276. Time to give the books the full Arcs & Runs treatment.

It is still hard to believe that in my early days of comic reading, and mostly Spider-Man, I had never read a comic with Doctor Octopus in it until I picked up Amazing Spider-Man #53 fresh off the spinner-rack at my local grocery store. I had read every Marvel Tales I could find and read many used back issues of Amazing Spider-Man but he wasn’t in any of them, and at the same time I had found every Green Goblin appearance. In the end I chalked it up to bad timing. I had started reading Amazing Spider-Man around issue #35 and buying them off the rack at issue #45. There were no reprints of Amazing Spider-Man #3,11, or 12 in Marvel Tales and 31-33 were still too new. The first book I found him in turned out to be Amazing Spider-Man Annual #1. When I did discover Doctor Octopus I hunted down all of issues post haste. He is 1A or 1B with the Green Goblin for me (and many others) as Spidey’s greatest villain.

I have always preferred the John Romita version of Spider-Man over Steve Ditko version. As a child and later a teenager I couldn’t stand the Ditko version once John Romita entered the scene. As time has passed I have grown to appreciate the Ditko work. I think the story in amazing Spider-Man #31-33 was a real reflection of how he thought of Peter Parker and Spider-Man should be as a young man and super-hero. It is powerful work and Steve Ditko richly deserves all of the accolades he has received for it. Stan Lee also wrote a pretty good story here too! Let’s get to the books!

Amazing Spider-Man 31Amazing Spider-Man #31
If this be my destiny!

This issue begins with Spider-Man taking on a gang of bad guys dressed in purple at an atomic devices plant. Spider-Man is getting the upper hand when one of the gang members contacts their leader the “Master Planner” who instructs them to use emergency Plan G to foil Spider-Man. They do and with some effort manage to escape and make it back to the unseen Master Planner’s lair. We switch scenes to the Parker home and Peter is leaving to enrol at Empire State University, unaware that his Aunt May is very sick. When Peter returns after a long day at E.S.U. Aunt May collapses and Doc Bromwell is called in. He sends Aunt May to the hospital to be treated there. Pete is feeling pretty bad about aunt May and this carries over into school the next day. We meet Harry Osborn (2nd Green goblin), Gwen Stacey (Spider-Gwen), and old Flash Thompson (later Venom) is on hand as well. The pre-occupied Mr. Parker seemingly gives the new gang the “freeze” and his social life picks up where he left it in high school – all bad. He is out as Spider-Man that night looking to get pictures for the Daily Bugle and cash to pay bills but strikes out. School the next day is a swing and miss as well. We do get to meet Professor Miles Warren who one day would become a deadly enemy of Spider-Man known as the Jackal. It also appears as if Gwen Stacey has an interest in Peter as well. Peter is back at the Spider-Man bit that evening and with a tip from Patch (alias Frederick Foswell) he finds those purple guys back robbing a ship this time. Spider-Man foils this robbery attempt much to the chagrin of the Master Planner who has apparently tackled Spider-Man in the past. No pictures for Peter and worse, doctors at the hospital have the test results on Aunt May and they fear she is done for as this issue comes to a close. No wonder I never read about Doctor Octopus he isn’t seen in this book either! I think I am the only person on the planet I know who likes the cover of this book. The splash page in this book is used on the cover of Marvel Tales #24 and reprints this story.

Amazing Spider-Man issue 31 page 19 by Steve Ditko. Source.
Amazing Spider-Man issue 31 page 19 by Steve Ditko. Source.

Amazing Spider-Man 32Amazing Spider-Man #32
Man on a rampage

Part two of our story begins at the hideout of the Master Planner who turns out to be Doctor Octopus. That was a quick reveal!  Doctor Octopus is on the hunt for more atomic radiation material and has his purple goons on the lookout for it. We switch scenes to the Daily Bugle where Peter is trying to sell J. Jonah Jameson some weak pictures in an attempt to get some much needed cash. Betty Brant is also trying to corner Peter. She has received a marriage proposal from reporter Ned Leeds (later the Hobgoblin) and wants to talk to Peter about it. Peter knows he and Betty have no future so he puts on and act and tells her to get lost. Jameson is a strike-out as well and he leaves the Bugle far worse than when he arrived. It gets even worse at the hospital. Peter finds out a radioactive particle in Aunt Mays blood stream is the cause of her illness, which may prove fatal if they can’t remove it. On top of that, the radioactive particle probably came from Peter when he donated blood for a transfusion with his Aunt. Racked with guilt Peter goes nuts, smashing furniture when he remembers Doctor Curt Connors (aka The Lizard) and his work with radioactive blood formulas. Spider-Man finds Doc Connors and he orders a special formula ISO-36 from the west coast to try and help Spider-Man’s “friend”. Enroute the Master-Planners men hear of the formula and steal it for the Master-Planner. Spider-Man goes crazy trying to find the Master-Planners hide-out, all the while we the reader are getting grim reports from the doctors at the hospital, and Doctor Connors.  Finally, Spider-Man breaks through and finds the hide-out. The problem is Doctor Octopus has a trap waiting for him with the ISO-36 as the bait. A fierce desperate battle ensues and in the course of the fight a main support beam gives way and the building crashes down on top of the two combatants. Spider-Man is trapped under tonnes of metal as this issue comes to a foreboding end. I always felt this issue was a bit underrated in this trilogy.

Amazing Spider-Man issue 32 page 4 by Steve Ditko. Source.
Amazing Spider-Man issue 32 page 4 by Steve Ditko. Source.

Amazing Spider-Man 33Amazing Spider-Man #33
The final chapter

We finish our three issue story with a terrific book starting with a wonderful Steve Ditko cover, one of his best if not the best of his entire run of Spider-Man. Spider-Man is trapped under tonnes of machinery and the much needed ISO-36 formula is right in front of him. He fights and strains to find the strength he needs to free himself and save his aunt. Deep down somehow he finds the will and strength he never knew he had to break free. It takes the first seven pages of this book to accomplish the herculean task, including a great splash page on page four. Next four more pages of fighting his way through the Master-Planner/Doctor Octopus gang of goons. He finally makes his way to Doc Connors who works on the serum and then gives it to Spider-Man to take to the hospital. The doctors administer the serum to Aunt May. It will take a couple of hours for them to know the results. Spider-Man returns to the Master Planners hideout and takes pictures of the defeated goons. He calls Frederick Foswell and gives him the scoop on Doctor Octopus and the Master Planner gang. Next at the Daily Bugle a beat-up Peter Parker arrives and Betty Brant sees him. She still loves Peter but can’t stand to see him this way. Deep down they both know their relationship is over. Next on to J.Jonah where Peter plays hardball with his dynamite pics and gets the money he needs to pay all the bills (for now). On to the hospital where we get the happy news and ending this story deserves – Aunt May is going to be OK. Peter leaves the hospital to go home and get some much needed rest as our story comes to a satisfying end.

We don’t see Doctor Octopus in this issue either and he doesn’t come back until Amazing Spider-Man issue #53, and that is the beginning of another story that will be an Arc & Run feature sometime in the future! Listed below are the Overstreet prices for our three books covered today.

Amazing Spider-Man issue 33 page 4 by Steve Ditko
Amazing Spider-Man issue 33 page 4 by Steve Ditko. Source.

45th Overstreet Price guide values.

6.0 8.0 9.0 9.2
Amazing Spider-Man #31 $108 $259 $580 $900
Amazing Spider-Man #32 $66 $154 $340 $525
Amazing Spider-Man #33 $66 $154 $340 $525

P.S. As you may have noticed in this write-up, if you wanted to have some sort of super-being life, just knowing Peter Parker was a big help in that regard! See you next month!

Mike Huddleston
Mike Huddleston

Mike was born and raised in Cambridge, Ontario. He has read and collected comics for over 40 years. A Marvel Zombie specializing in the Silver, bronze and early copper age of comics.

Articles: 101


  1. Really great write-up!

    (…Except the part where you referred to Gwen Stacy as “Spider-Gwen”. She is not Spider-Gwen. Let’s ignore the alternate universe and ret-con B.S. Gwen Stacy was thrown off a bridge and died. Period.)

    Do you plan to review the Dr. Octopus two-parter in #10-11? It’s significant as pretty much the beginning of the end of Peter Parker’s first romance (with Betty), as Spidey’s first unmasking (sort of), and as his first multi-issue story. Come to think of it, that has to be one of Marvel’s first multi-part stories, if not in all of comics…!? (I’d guess maybe the FF had one before then, but how many others could there be? How many Golden Age two-partners were there?)

  2. Thanks Odinson – I am in your camp in terms of Gwen Stacy and even Norman Osborn/ Green Goblin but that is just me and how I choose to remember the characters. I like what has been done with Bucky Barnes. and the Winter Soldier and it is a ret-con of history as well. Bucky Barnes as a character did not resonate with me the same way as Gwen & the Norman Osborn Green Goblin. Perhaps it is because he was a golden age character that I did not grow up with. Older readers may not have liked how Captain America returned to the silver age either?

    Amazing Spider-Man #11 & 12 is one of Marvel’s first two-parters in their new super-hero age. FF#16-17 and Journey In to Mystery #101 -102 occur before ASM #11-12. They were followed closely by Tales of Suspense #54 &55 and x-Men #4 &5. . Multi-issue story lines seemed to happen all the time after that. I remember Golden Age books to be stand alone issues. I’ll have to look back and see what I can find in terms of two issue story lines.

    I hope to find a way to fit Amazing Spider-Man #11 & 12 in to an Arc & Run feature someday. Issues #11 thru 15 sound good to me!.

  3. Great post; thank you!
    As to Golden Age multi-parters, wasn’t Fawcett the groundbreaker here with the “Monster Society of Evil” serial, and the Whiz/Master Comics crossover where Capt Marvel and Bulletman fight Captain Nazi? This is the famous origin of Captain Marvel Jr storyline.
    Those are the earliest more than one issue stories I can think of. Anyone else?

  4. Hi Mike
    That particular run of Spider-man was probably my all-time favourite Ditko work, along with the Eternity saga in Doctor Strange. For a different take on that run check out Paul McCusker’s story in Growing Up With Comics for an insight into how those books sustained him through his mother’s serious illness when he was a kid. A beautiful tribute to the power of comics to comfort us.

    Thanks again for taking us on another great journey through the past.

    cheers, mel

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