cover by mark bagley brian michael bendis (w)/mark bagley (p)/art thibert (i)
THE SCOOP: The red-hot story continues as Dr. Octopus strikes!
THE STORY: If juggling high school and a fledgling career as a super hero wasn't enough, Peter Parker now must contend with the deranged Dr. Otto Octavious -- out to kill everyone and anyone associated with the accident that grafted hideous metal tentacles to his body! And that includes Peter Parker!
THE BUZZ: "To call Marvel's Ultimate line 'popular' would be like saying Britney Spears is 'cute.'"- Wizard, the Comics Magazine