The issue begins with Dr. Doom overhearing a news broadcast by J. Jonah Jameson wherein he claims once again Spider-Man is a menace and offers a $1000 reward anyone able to disclose the true identity of Spider-Man to him. Dr. Doom having recently been defeated by the Fantastic Four believes Spider-Man would make an excellent ally in getting revenge against them and so he sends a message to Spider-Man through his spider senses by using a spider and some electronic equipment. Peter Parker meanwhile is becoming more and more frustrated by the abuse and bullying he receives from other students at school.

Peter hearing Dr. Doom's message manages to track down the signal and discovers Dr. Doom is the source of it and soon after the two begin to fight. Just as Spider-Man gets the upper hand on Dr. Doom it is revealed that it is a robot clone of Dr. Doom that Spider-Man is fighting and the real Dr. Doom arrives and begins to battle with Spider-Man. Spider-Man to avoid Doom's attacks flees by jumping out of the window and Doom blows up the building and so Spider-Man has to deal with the fire and cannot go after Dr. Doom and also in an attempt to frame Spider-Man.

The next day Peter takes his pictures of the burnt building to try to sell them to J. Jonah Jameson but Jameson tells Peter that his reasons for constantly attacking Spider-Man is because it sells papers. While Jameson goes off on Spider-Man, his secretary, Betty begins to defend him. Peter never really paid attention to her and finds that he is attracted to her. Meanwhile, Flash Thompson wanting to play a trick on Peter, dressies up as Spider-Man. Dr. Doom having built a Spider-Man detector which is able to detect Spider-Man's powers sets out to discover the true identity of Spider-Man.

As Peter is walking down the street Doom manages to detect him on his tracker but it just so happens that Flash is nearby wearing his Spider-Man costume. Doom mistaking Flash for the true Spider-Man easily knocks out Flash and captures him. Dr. Doom then hacks into the television broadcasts announcing that he has captured Spider-Man and Peter sees the broadcast just as his classmates tell him that Flash is missing and so sets out to rescue Flash.

Discovering Dr. Doom's new hideout the two do battle once again as Doom uses several weapons against Spider-Man but is unable to defeat him. As the Fantastic Four arrive Dr. Doom knowing the odds are against him flees as Spider-Man remembering that he as left Aunt May alone in the dark also leaves as The Fantastic Four set Flash free who proceeds to boast at school how it was he who fought and battled the evil Dr. Doom.