The Terrible Threat of the Living Brain!

• Writer - Stan Lee
• Artist - Steve Ditko
• Lettering - Art Simek

Summary

  We begin with Peter in school during science class. Flash is fooling around, and breaks Peter's glasses in the process. They challenge each other to a fight after school, and Pete's so angry he doesn't care if he hurts Flash or not. The argument is interrupted though as Mr. Petty from the "ICM Corporation" (like the play on IBM there?) wheels in a large, fat, and extremely green robot. But it seems this is no ordinary machine as it's a complete LIVING BRAIN! While it has wheels and can do basic maneuvers with its hands, the real power of the robot lies in its ability to think.

  Mr. Petty says the students should come up with questions to ask the Living Brain. Everyone seems stumped, until Liz asks "What is Spider-Man's real identity?" Peter of course gets nervous as all his classmates yell out facts on Spidey to be fed into the machine. After a short period the Brain spits out a sheet of mathematical formulas, and Mr. Petty says they will need to be translated overnight. Peter volunteers to do it, hoping to buy some time in case the machine figured out he's Spider-Man. As this is happening the two movers who brought the machine in are plotting to steal the Brain and use it for profit. OH NO!

  After school, Peter and Flash are getting ready in the gym. For some reason the school gym has a boxing ring set up, and the two are preparing to fight. Flash of course is sure of himself, and Peter is worried that he might not be able to hold back. When they start off, Peter is ducking each punch easily due to his fast reflexes and spider sense. When he finally does throw a punch as Flash, he tries to be as gentle as possible. But even then he sends Flash clear through the ropes and onto the floor below.

  Meanwhile the two delivery men are preparing to steal the Living Brain. Suddenly Mr. Petty walks in, and one of the men slugs him. During the altercation though, he accidentally knocks into the machine and seemingly short circuits it. The Brain starts to run wild, swinging its arms and causing mayhem to the rooms full of students.

  Back at the fight, Peter continues to dodge the punches to Flash's amazement. Just as someone runs in screaming that the Living Brain has gone wild, Peter throws a punch and knocks Flash out. All the students are yelling that it was a cheap shot and Flash wasn't looking. Pete sighs and carries his opponent off to the locker room. Then, rushing upstairs, he changes into Spider-Man to see what's going on.

  Spidey rushes the students to the exit, and turns his attention to the machine. He tries to attack, but the Brain is able to intelligently counter every time. Even when he sets up a barrier of web, the robot analyzes it and then breaks through. Realizing he's dealing with a thinking computer, he tries his best to dodge its attacks. But just as he thinks he's outsmarted the robot, the Living Brain tricks him and attacks from behind.

  Thinking it's defeated Spider-Man, the Brain heads off in another direction. Meanwhile the two delivery men are chasing after it, saying they have to stop it before people figure out they were the cause. Spidey overhears this, but figures first he has to deal with the Brain. He goes looking for the deadly robot, but again falls into a trap. Even when he attempts to hold onto the ceiling out of the Brain's reach, the machine thinks for a moment and rips off a door to use as a club.

  While Spidey is starting to get worried if he'll be able to win this fight, the Brain turns it's attention towards a few kids who have returned to the building. Quickly Spider-Man jumps on its back and begins to reach for the control panel. When he finally switches the power off, it's a bit too late. The Brain is headed straight for the stairs and the momentum is too much for it to stop. But luckily as the two tumble downstairs and through a window, Spidey shoots his webbing and they swing back in.

  Meanwhile Flash is sitting in the locker room, wondering how he's going to explain his loss. Suddenly the two delivery men fly in the room, and trip over Flash. When everyone else runs in they think he's taken out the would be crooks. Of course he says he knocked them out no problem. Peter hears this, and suddenly gets an idea.

  He asks why Flash was the only one not around when Spider-Man was fighting, and how was he able to take out two thugs so easily? And why did he try to take the Brain's results to the Spider-Man question? Everyone starts to accuse Flash of being Spider-Man, saying he lost the fight so as not to arouse suspicion. With Flash thoroughly shocked and trying to deny everything, Peter walks away smiling.

  The next story is a bonus 5 page mini featuring Spider-Man and the Human Torch titled "Spider-Man Tackles The Torch!"

  We begin as Spider-Man decides to drop in on Doris Evans, girlfriend of Johnny Storm a.k.a. The Human Torch. Why he does this I have no idea. But it seems there's a party going on with Doris, Johnny, and a few of their friends. Spidey decides to crash and shapes a bat made of webbing. He tosses it into the house and Johnny quickly knocks it down, saying Spidey has nerve showing up at a private party.

  The two get in to a little verbal exchange, and one things leads to another until they're outside and fighting. Spidey quickly starts swinging from house to house, and the Torch lights up and flies after him. They somehow end up on a beach and start battling it out. Spidey keeps up with the usual wise cracks, but the Torch is really getting angry. He starts attacking with all his power, throwing rings of flame in every direction. Spider-Man thinks maybe this wasn't such a great idea, and starts to retreat.

  But sitting down on a rock nearby are the rest of the Fantastic Four. They say that the Torch is a little tougher than he looks, which for some reason really pisses Spidey off. So much in fact that he starts to attack The Thing and Mister Fantastic. They begin to fight back and forth, until Invisible Girl tells them all to cut it out. Spidey says he was just having some fun, and that Invisible Girl is the only good part of the Fantastic Four anyway.