Peter Parker was once an ordinary teenager. But one day, Peter was bitten by a radioactive spider, and as a result he gained the proportionate strength and ability of an arachnid! Armed with his wondrous web-shooters, Peter became a crime-fighting superhero known as the amazing Spider-Man. In addition to stopping sinister super-villains, Peter is also a photographer for the Daily Bugle newspaper.

One of the most dangerous criminals that Spider-Man has faced is Dr. Octopus, a man with four super-strong mechanical arms. Octopus had once been a brilliant scientist named Otto Octavius. But after a lab explosion fused four metal arms to his body, he became Dr. Octopus and turned to a life of crime.

Michael Kelley, age 9, of Chicago, IL, was very excited as he rode an elevator to the top of the Empire State Building in New York City. When Mike reached the top floor and stepped out of the elevator, he saw movie cameras, lights, and two actors dressed as the amazing Spider-Man and the dangerous criminal, Dr. Octopus.
Mike saw another actor on the set. That actor had a mustache and a big frown on his face. Mike turned to a man standing next to him. That man was frowning too. "Who's that actor supposed to be?" Mike asked the grouchy man.
"Go away, kid," the man growled. "Don't bother me."
A friendly young man with a camera leaned down and whispered to Mike, "They're filming the Dr. Octopus story. My name is Peter Parker, and I'm taking pictures for the Daily Bugle. That other actor is playing J. Jonah Jameson, the publisher of the Daily Bugle. And that's who you were just talking to."
"A movie!" said Mike with excitement. "Wow, I wish Joan and Ron could be here to see this!" "J.J.J. really hates Spider-Man," Peter whispered to Mike, "but I think Jonah is here because he wants to make sure that the actor playing him does a good job."

"Quiet on the set!" yelled the director. "In this scene, Spidey is going to defeat Doc Ock. Ready? Action!" Mike watched as the actor playing Spider-Man knocked the actor playing Dr. Octopus to the ground. Suddenly, Peter Parker's spider-sense began to tingle. "Something bad is about to happen," Peter thought to himself.
"Look over there!" Mike cried out as the real Dr. Octopus crashed through the crowd and smashed a tentacle through the movie camera. "How dare you portray my life in your so-called movie without my permission!" Dr. Octopus bellowed. "In real life, it was I who squashed that worthless insect, Spider-Man!"
"What's going on here?" said the actor who was playing Spider-Man. "This isn't in my script!" In the excitement, Peter's camera was knocked to the ground. "Oh great. There goes my chance to take pictures for the Bugle," thought Peter as he ran around the corner. "But I can't worry about that now; it's time to make an appearance as Spider-Man!"

High above the crowd, Spider-Man swung in on his webbing to the rescue. "Wow, now we have two Spider-Men!" Mike said to Jameson. "One Spider-Man is bad enough," said Jameson with a grunt. The actors and the director ran to safety as Spider-Man landed in front of Doc Ock. Spidey quickly shot webbing around his enemy's legs. "What's the matter, Ock?" asked Spider-Man. "Are you angry because you didn't get script approval?"
Without a word, Doc Orc ripped off the webbing. "Taunt me while you can," he said with a sneer as he knocked Spider-Man to the ground. "Soon they'll be filming a new movie: 'The End of Spider-Man!'"
Mike turned to Jameson and said, "We've got to help Spider-Man defeat Doctor Octopus!"
"Are you kidding?" Jameson shouted. "That six-armed freak is nowhere near as dangerous as that web-slinging menace, Spider-Man!"
But Dr. Octopus overheard Jameson, and he didn't like what the newspaper publisher was saying.

"Where in blazes did Parker go?" said Jameson. "I need pictures of Spider-Man rampage for the Bugle."
"I have a camera," said Mike.
"Well, why didn't you say so?" yelled Jameson. "Give it to me so I can--Ack!" Before he could finish talking, Jameson was lifted in the air by one of Dr. Octopus' tentacles.
"So you think Spider-Man is more powerful that the mighty Dr. Octopus, do you?" the villain said. "Let's see if I can't change your mind."
Doc Ock hurled Jameson into the air and over the side of the wall. But Spider-Man quickly shot a layer of protective webbing around the frightened publisher and tied one end of the webbing to a flagpole. Then the super hero turned his attention back to Dr. Octopus.
Mike ran to the wall and saw Jameson hanging in a cradle made out of webbing.
"Don't worry, Mr. Jameson," Mike said. "I'm sure Spider-Man will rescue you!"

Spider-Man leapt at his enemy, but the four super-strong arms of Dr. Octopus were too much for even the web-slinger to handle.
With thundering blows, Spider-Man was battered by two of his tentacled arms. Another arm held Spider-Man in place.
"Consider me your personal exterminator!" said Doc Ock with a laugh, as he prepared to toss Spider-Man over the side of the building.
Thinking fast, Mike scooped up a big pile of Spider-Man's webbing that had fallen to the ground. Before Dr. Octopus could react, Mike tossed the webbing toward the villain, covering Doc Ock's face. Dr. Octopus couldn't see and he released his grip on the Spider-Man!
"Smooth move, kid!" said Spider-Man, as he dropped to the ground.

Dr. Octopus stumbled blindly and waved his tentacles in the empty air.
"When I remove this infernal webbing, I'll deal with you and your friend," Doc Ock said with a growl.
Dr. Octopus was angrily peeling the webbing from his face. Spider-Man had to act fast! Just then he had an idea.
"How about a few more arms, Doc?" said Spider-Man, as he picked up the mechanical arms that the actor had dropped on the ground. Spidey quickly looped the arms around his enemy, wrapping him so tightly he wouldn't be able to move. Dr. Octopus slumped to the ground in defeat.
Turning to Mike, Spider-Man said, "That was very quick thinking. What's your name?"
"Mike Smith. But there's someone else who needs your help, Spider-Man."

"Help! Help!" called Jameson as he dangled over the edge.
"Well, look what we have here," said Spider-Man. "Seems like an odd place to take a nap."
"What are you waiting for, you web-headed weasel!" yelled Jameson. "I insist that you rescue me now!" "What do you think, Mike," asked Spider-Man. "Should we rescue him even though he didn't say please?"
Mike laughed and said "I'm sure he would appreciate it."
"Well, okay," said Spider-Man as he hauled the angry newspaperman back to safety.
"I have to leave now," said Spider-Man. "By the way, Jonah, if I'm such a menace, how do you explain the fact that my pal Mike and I just saved everyone from Dr. Octopus?"
"I wouldn't be surprised if you and Octopus had planned this all along so you could get some publicity," said Jameson grumpily.
"Nothing like a little gratitude," said Spider-Man, as he swung over the side of the building.
Spider-Man quickly changed back to Peter Parker and joined Mike and Jameson at the observation deck.
"Parker, where is your camera?" Jameson shouted. "How am I supposed to get pictures?"
"What about my camera, Mr. Jameson?" offered Mike.
"Great idea," said Peter. "That way, Mike can get a front page photo and a big payment from the Daily Bugle."
Jameson grumbled about paying a big fee, but he finally realized that he didn't have a choice.
"Wait until Joan and Ron see the Daily Bugle tomorrow," said Mike.
Just then, Mike noticed that there was a card next to Dr. Octopus. The card read, "One gift-wrapped Octopus, courtesy of your friendly neighborhood Spider-Man and Mike Kelley."
"Say 'cheese," Peter said to Dr. Octopus. "This photo is going to make Mike famous!"