Spider-Man eventually teams up with Black Cat, who leads him to the Shocker, who escaped during Beck's initial competition with Spider-Man. Both of these attacks are thwarted by Spider-Man's efforts, with no casualties. The embarrassment causes Beck to assume the identity of Mysterio, attacking journalists attending his press conference, and commands his 'UFOs' to 'invade' the Statue of Liberty. Consequently, Beck tries to kill Spider-Man, but is thwarted. In the time following, special effects artist Quentin Beck tries to prove that Spider-Man is a fraud by challenging Peter in a series of 'games'. Octopus, kidnaps Aunt May, but she is saved by Spider-Man. He blames Spider-Man for the incident, despite the fact that Spider-Man was not in the lab until the middle of it. His fusion creates a strong magnetic field, destroying the lab, killing his wife Rosie, and grafting his metal arms to his spine and giving his arms control over him. To control this fusion, he creates four metal arms which he can mentally control.

Meanwhile, Doctor Otto Octavius attempts to recreate nuclear fusion of that seen in the sun to provide an energy source for Manhattan. Soon after this, he thwarts an attack in the streets of Manhattan by The Rhino. Following dinner with Mary Jane Watson, Peter thwarts an armed looting of an art museum, and tracks down an escaped robber, the Black Cat. Spider-Man is trying to balance his civilian and superhero life, frequently late or absent for school, work, and leisure time with his friends.

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