After Spider-Man had to run out of a fight with the Green Goblin to go to his sick Aunt May, the entire world thinks he's a coward and treats him as such. Spider-Man finally regains trust with himself and the world when he stops the Sandman/Enforcer team-up.
Flash Thompson announces to his classmates that he's forming the Spider-Man Fan Club and everyone (except Peter Parker) is invited. As Peter is walking home, he notices three mysterious figures getting into a helicopter making some sort of getaway. As Spider-Man leaps up into the helicopter, the film's director is furious for him ruining the shot of the movie and Spider-Man is ridiculed by The Daily Bugle and others for his mistake. While walking Betty Brant home, Liz Allan sees Peter and shows him an ad in the newspaper about the Spider-Man Fan Club and it promises an appearance by Spider-Man himself. Flash figures that if he says it's so, Spider-Man won't disappoint his fans, and Peter realizes he ought to show, but doesn't know how. As the discussion continues, his Spider-Sense goes off from a mysterious figure in a purple hat whom he doesn't recognize. Finally, Spider-Man goes to the fan club meeting and as he swings in, his web line is snapped by an electronic frog. Johnny Storm sees this and realizes that the acrobatic maneuver Spider-Man just did to land to save his life wasn't part of the show. His suspicions are confirmed when Green Goblin enters on his new improved glider. The crowd, thinking it's part of the show goes along with it, cheering Spider-Man in the fight. Johnny not being fooled, becomes Human Torch and begins to battle with Green Goblin. Spider-Man continues to fight alongside Human Torch when he hears someone on the phone say Aunt May has suffered a heart attack. Panicked, Spider-Man flees the scene, leaving Human Torch to handle Green Goblin, but the Goblin flies away for another day. Spider-Man is ridiculed for being yellow and a coward for running away, and Peter is upset that despite all his superpowers he still can't protect Aunt May or do anything to help her.
Spider-Man is still being ridiculed over his escape from a fight with The Green Goblin and it's been the talk of all his previous super-villains as well as other super-heroes. We see that Peter Parker is taking care of his Aunt May at home and when at school, his concern for Aunt May is consuming most of his thinking. Pete, desperate to earn money to buy more medicine for Aunt May, goes out as Spider-Man to see what he can do. He tries a trading card company as well as a pair of scientists to sell his adhesive webbing but in both instances he strikes out, with neither showing any interest. As he heads home, he runs into the Sandman and being so concerned about Aunt May living alone, he runs away and hides and the public sees this writing off Spider-Man as a coward once again. As crime continues on, Johnny Storm (The Human Torch) begins to suspect something is wrong and writes a message in the sky for Spider-Man to meet him at the Statue of Liberty but he doesn't show. Flash is so desperate about clearing Spider-Man's name, he goes out to dress as him and fight criminals and gets beat up instead. As Pete gets ready to quit as Spider-Man, the doctor says Aunt May is in the clear and won't have to take any more medicine. After reading yet another editorial about a weak and phony Spider-Man, Pete decides to go out as Spider-Man and begin to fight back.
The Daily Bugle continues its editorials on Spider-Man being washed up, but Spider-Man comes out of nowhere and rounds up bank robbers. As J Jonah Jameson learns the news, he takes his frustration outside where Human Torch is distracted and gets tied up by the Enforcers and smothered out by the Sandman. As Peter goes home from another day at school, he sees Fancy Dan walking down the street. Suspecting something sinister might be afoot, Spider-Man follows him and fights them at their hideout, but as the police show up, The Enforcers flee. Peter then turns up at the Daily Bugle and Betty Brant introduces him to another reporter, Ned Leeds and gives his approval of her seeing him much to her surprise. Meanwhile, at another hideout, we see Human Torch trapped in a glass jar with just enough air to breathe but not enough air to turn his flame on and escape. Sandman plans to use Human Torch as bait to lure Spider-Man in his trap and Spider-Man learns this from a stool pigeon named Louie. As Spider-Man descends he sees The Human Torch and plays ball with Sandman and the Enforcers and finally rolls into the glass jar to set Human Torch free. The Enforcers are rounded up, but Human Torch and Spider-Man get tangled in Spidey's webbing as Sandman runs away but gets caught shortly after by two policemen. The issue ends with a mysterious figure who's following Peter Parker home from school and reporting to the surveillance a mysterious figure in a green robe whose face cannot be seen.