(Cover Date: February, 1988)

Summary: Doc Ock steals a deadly bacillus bioweapon from the military in order to kill the inhabitants of Manhattan as a way of getting even with Spidey. After Spidey finds Doc Ock, which causes him to become catatonic again, he lets Ock's mechanical arms beat him up to get the abort codeword. This causes Doc Ock to come out of his shell. Now satisfied with his victory over Spidey, Doc Ock gives the codeword to his henchman to stop the release of the bacillus via helicopter.