ШИ!

1 ЛЕП
ІІ ШІН!
I HI

н. ІШ АША‫مس‬
ГОТ RVANSSTEGM
JOIN THE

REVOLUTION BEL

©2013 Marvel Characters, Inc: All rights reserved. ООЛ = met

ач

N-ED

2 I'VE COME TO SAY |

` “GOODBYE TO MY
OLD LIFE,

mn `7 m” FAREWELL, A
А fy "ото octavius” 8 0 /
үй! | М

FROM NOW ON,

ПТ МҮ МАМЕ IS PETER
A LIFE WASTED ON \ PARKER. /
VILLAINY AND FAILED 1 KT W A KEZI VN U
SCHEMES. i

A MAN WHOSE
SOLE VICTORY WAS
| CHEATING DEATH...

.“ВҮ SWITCHING
PLACES WITH HIS
GREATEST ENEMY.

OFFICERS
DOWN AT
EMPIRE STATE
UNIVERSITY!

WE'RE UNDER

HEAVY FIRE!

REPEAT: OFFICERS
0

© 2013 Marvel Characters, Inc. All rights reserved. All characters featured in this
issue and the
distinctive names and likenesses thereof, and all related indicia are trademarks of
Marvel
Characters, Inc. No similaritv between anv of the names, characters, persons,
and/or institutions in

AND FROM THIS

POINT ON--I AM ۲
SPIDER-MAN.

this magazine with those of anv living or dead person or institution is intended,
and anv such
similaritv which mav exist is purelv coincidental.
AND DON'T SEND MORE
OF THOSE ARMORED f
SUPER-COPSI THEV'RE ”
USELESS! _

š > I
۶ THE PERPS HERE
HAVE RAY-GUNS AND
‫ اه ره‬BOOMERANGS. VEAH,

=>. YOU HEARD МЕ...

EXPLODING
BOOMERANGS!" |

>

SHOCKER,
COVER HIM.

۲۳ LIVING
BRAIN AND

WHRR--CLICK.
OBJECTIVE
COMPLETE.

BAROMETRIC
RED.

NOW CALL IN
YOUR WHEELMAN
АМР LET'S GET
OUT OF HERE.

IL DT P. TI!
THAT'S "BIG"
Қ WHEELMAN ТО
YOU, LADY.

YOU'RE
I DUNNO.
ФУ AN IDIOT, У
NI overprive. | wy MAYBE SOMEONE

W ENOUGH, you Wi
TWO. BACK ТО ۲ CAN CHALK THIS

— ОР AS THE FIRST
ATTI — s. DID GOOD. 4 ОҒ MANY VICTORIES
AS - 4 : FOR THE ALL-NEW

SSS

OF ALL THE
UNMITIGATED
LL! 4

JLLOMIENE

WELL, Т GUESS N

THEY'RE LETTING ХІІ.

c

_ ‫سچم‬
АСТ

CN 5
224 5
53 є;
DE A ~

LI
(7
(A 2 >

с) 2)
«

TO CHEAT DEATH, HE USED HIS SKILLS AS A MAD SCIENTIST TO SWAP MINDS WITH HIS р)

IÀ
GREATEST ENEMY, PETER PARKER, THE SPECTACULAR SPIDER-MAN. > 2”
yay, /
© /

۳
HOWEVER, THE TRANSFER GAVE OCTAVIUS MORE THAN JUST SPIDER-MAN’S GREAT 4
POWERS, IT GAVE HIM PARKER’S EXPERIENCES AS WELL... INCLUDING THE LESSON OF “ A) ЖЖ
GREAT RESPONSIBILITY! NOW OTTO OCTAVIUS IS BEGINNING A NEW LIFE AS А HERO— “АУ а”
POSSIBLY THE GREATEST HERO OF ALL--

OTTO OCTAVIUS, THE VILLAIN KNOWN AS DOCTOR OCTOPUS, WAS DYING. IN ORDER % й / \
d) ۱

ШО ۲ 7 ۲ DVAR 2 пало (۲۲ 0 n nn WRIA ашро 8

DAN SLOTT RYAN STEGMAN EDGAR DELGADO ۷,۶ CHRIS ELIOPOULOS
WRITER ARTIST COLOR ART LETTERER
MANNY MEDEROS НЕСИН HIESON
PRODUCTION LOGO DESIGN
ELIE PYLE. STEPHEN WACKER TOM BREVOORT AXEL ALONSO JOE QUESABA DAN BUCKLEY ALAN
FINE
ASSISTANT EDITOR EDITOR EXECUTIVE EDITOR EDITOR IN CHIEF CHIEF CREATIVE OFFICER
PUBLISHER EXEC. PRODUCER

dl
notLomie.net

LET'S SEE,

OVERDRIVE: =
BOOMERANG 4
\ PATHETIC. AND SHOCKER: | ` à. ARCHAIC. SUT YOU? : Ga жй? 7
JOKES. , f š : YOU'RE А ‫ کح‬СУ”. С Ф: Э»
NEW BEETLE. К 7 Жы.
27

4”

` k С]

= т DESPISE `@
RANDOM №
ELEMENTS.

HMM. ARCHAIC,

2۳ ۷

SHOW VOU

WHO'S A JOKE!

SUCK ON THIS, /Р
6!
i ۳
Y THAT REALLY ۴
FRICKIN’ HURT, Б“

mi
INCREDIBLV Е
\ PREDICTABLE.

ч ¢ | N ` “ г A N TA I
К ۳ NV ji m. Ж = RECEPTORS? fi
‫ سر‬o |

Е ОЧ

ONE DOWN.
я THIS SHOULDN'T
— TAKE LONG--
1 5)
ШУ.

Z= aco tt >,
ЖОЛ о ЧАК ,
Yj НГ. вн. JAMES SANDERS, |
АД
ЖАП I — 5
ZI | | ill
2 чш (LABS LE d LAW
Я ‫ سر‬MORE THAN ۴

EVER BEEN HIT IN

МҮ ENTIRE LIFE,

7
/ ۹ 5
wass

|| FASTER THAN mY
| SPIDER-SENSE,

ЖОЖ” +

BI HUNDREDS OF BLOWS IN
Й A FRACTION OF A SECOND.

KE nd

AN
PUT UP WITH THIS.
БОХА XS UV ЖА

THE MAN MUST ; ‫دک‬

HAVE BEEN INSANE. A (— N

SSW
ЕЧИМ
ІО-СОГТТ! ТМ FAX
AT'S STILL МОТ
TRUE. WITH THESE WORTH RISKING МҮ--
Р Т

mibomie.net

SCREW THIS!
Е ФОТ WHAT
Rp) WE WERE AFTER!
۸ 0 TIME ТО BAILI

۲ тм
WA ALIVE!

|
MASTER ОР Т
= Малы i

<

pe
<

Ф.Д
“S. 2%

H
T
۰

| m
| ЕХ,
ifa 77.
N >

27 САЙ
ы $ ЖА
^ QAS “ Ħa a
U
ж ш

WE ALL SAW WHAT YOU Y AND YOU SHOULD | | 2 ACTUALLV, OFFICER, І

DID BACK THERE, WALL-, KNOW ALL THE ВОУФ š COULD USE THAT.
CRAWLER. A HERE ARE THERE'S с
GRATEFUL. LiT ANYTHING YOU AMMEN 27 =
<= NEED, YOU JUST Z E ЕЕЕ
І--І ASK, ОКАУ? 41% > '/ THAT BIG, GREEN
APPRECIATE WAZ A R=" BAG A’ BOLTS? LET
A I j ME RUN IT BY THE
CHIEF.

CAREFUL
WITH THA

“I HAVE AN
'ASSOCIATE' THERE
WHO CAN STUDY IT
AND PUT IT TO

GOOD USE."

A Be ы 5` аң
е

۱ ЖЩ.

A i‫رم‬
- ч — == —

\ | ۱ БУЯ mi

PETE, I JUST HEARD. ۲ YOU'VE GOT AV

THEY SAY YOU--OH! THE LIVING BRAIN! IA | GRADY SCRAPS.
DUDE! LET | ONE OF MY CO-

МУ! GOD! IT'S THAT'S LIKE THE

SUPER NINTENDO МЕ HELP YOU WORKERS.

OF ROBOTS! WITH THAT!

Š _ ~~
ч ۳ `m -u

KI

А GOOD-NATURED
ОВЕ PRONE TO
MISTAKES.

GRADY? I HEARD YEAH, MAX. IN

HIS LAB.

PETER'S ON SITE. $ SLA

HAVE YOU SEEN
HIM? | BOGARTING
2

THE LIVING
BRAIN.

~ ACCESSING
"PARKER'S
i MEMORIES...

WHERE ARE 1 MUST LEARN ALL 1 САМ

| YOUR MEMORY / ۱ ABOUT THIS NEW "SINISTER
FILES? f SIX” ALL OF THEIR PETER?
/ STRENGTHS... CAN I HAVE А
_ WORD WITH

MUST, MODELL.
BUT І АМ VERV

еее МАМ)
көм ۲

THE MORE I THINK Y ..VOU'RE BUILDING

ABOUT WHAT УОО WEAPONS. YES,
DO HERE... THEY'RE FOR SPIDER-
MAN. YES, THEY'RE
FOR GOOD.

o BUT I NEVER
| INTENDED FOR

AH. YES.
HELPING
SPIDER-MAN
AGAIN.

( TRUE. BUT...PETER, SOME OF

N THE EQUIPMENT AND MATERIALS
VOU'RE A MAN YOU'VE BEEN REQUESTING...
OF SCIENCE, MAX. =
TELL ME. TRUE 2 „ТНЕУ COULD BE USED
OR FALSE. ; TO MANUFACTURE HIGH
YIELD EXPLOSIVES, LETHAL
ane GREATEST 77% BIOLOGICAL AGENTS,
ADVANCEMENTS IN — TERRIFYING INSTRUMENTS
MADE DURING MAX MODELL. YOU
WARTIME. > ў KNOW ME. DOES THAT
a REALLY SOUND LIKE
SOMETHING I WOULD
ро? f

о.
OF COURSE
۱ NOT. BUT--,

HEREI THIS IS JUST A š

FEW OF THE MANY PEACEFUL
APPLICATIONS OF THE NEW
TECHNOLOGIES I’M EXPLORING.
FOR HORIZON. FOR YOU.

«IF YOU'RE ABLE ТО У..АМР ANOTHER

PULL THIS OFF, IT'LL FEATHER IN К
ВЕ А BIG WIN FOR УООЕ САР, МЕ X
HORIZON... PARKER. AW

OF
COURSE

Қ THEY ARE. AZZ ۳ Ж = ( `+ SPARKEN

WOULD YOU j Ев к= Gee |

۱ ЕХРЕСТ АМУ
\ LESS FROM
A F І KNEW THIS WOULD
| HAPPEN. ALL MY FUTURE
| ENDEAVORS--MY GREAT 8
WORKS--SHALL ALL BE
CREDITED TO "PETER
‫ ور‬тч

at
|

OH, THE INEQUITY OF IT ALL!

THAT PARKER'S LEGACY SHALL
REAP THE REWARDS, a I-

NO. Т АМ PETER
PARKER. THAT IS
HOW THIS WORKS.

I--I MUST ACCEPT

THAT HIS VICTORIES
ARE NOW MINE.

TIGER?
YOU OKAY?

I--I WAS ІМ
THE MIDDLE OF
SOMETHING.
YOU KNOW--LIFE
OR DEATH THING?
‘CAUSE I CAN

CALL BACK.

7 JUST MAK

SURE WE'RE STILL

ON FOR DINNER
TONIGHT.

ABSOLUTELY, ۲
“TIGER.”

IAM PETER PARKER.

AND THAT'S NOT SUCH
A BAD THING AT ALL. ==
——

HIGH PAVING
JOB. STATE OF
THE ART LAB. H

== |
SUPER-POWERS. | JUST
YOUTH. VIGOR. PARTS

ODES.
SAFETY CHECKS.

O UP

1 AND THEN THERE'S THIS

LOVELY CREATURE.
U OM K WHO

WAS MAKING A
SORRV. Т WAS — YES, ACTUALLY.
DISTRACTED. I'M MONITORING
SOMETHING THAT'S
SPIDER-MAN
RELATED.

DO YOU HAVE
TO WEAR THAT
HEADSET
WHILE WE'RE
EATING?

4 ОН! ТНЕ
POLICE ВАМР?
IS THERE AN

EMERGENCY? DO

YOU HAVE TO--

NO. NOTHING
LIKE THAT. Г/М
LISTENING ІМ ОМ
THE SINISTER
SIX.

THEY'RE
PLOTTING
THEIR NEXT
ATTACK.

YES. PETER
PARKER’S LIFE

WILL SUIT ME
JUST FINE. b 4
74

AND THE BEST

PART ABOUT ІТ?

PETER7 ARE
YOU ЕУЕМ
LISTENING TO
МЕ?
۱۱۱۳۱۱۳۵

WHEN ЕБ СКАТСНЕР
ГІ WAS, IN FACT,
ONE OF THEM.. INJECTING HIM WITH
ШІ EIGHTY NANO-SPIDER-
TRACERS. THE NEXT ITEM
WE NEED 16 АМ
ATMOSPHERIC
CONDENSER...

EACH ONE'S
OUTFITTED WITH
MICROSCOPIC GPS
AND AUDIO
TRANSMITTERS.

I NOW KNOW N
THEIR CURRENT \)
LOCATION AND

N THE PLANS FOR

\ THEIR NEXT
ASSAULT.

BECAUSE THIS
GIVES ME A
TACTICAL l
ADVANTAGE. TRUST
. МЕ. І KNOW
EXACTLY
ы WHAT I’M
DOING.

WHY NOT?
THE NIGHT'S
STILL YOUNG.

NOW PLEASE,
DEAREST, YOU
WERE TELLING ME
ABOUT YOUR

AND ОМ TOP

«WE SHOULD
FIND ONE HERE,
AT HORIZON
LABS.

B-BUT IF
YOU KNOW „УУНУ
WHERE ТНЕУ DON'T VOU
ARE... GO AFTER
THEM?

LET'S GO
OVER THIS ONE
ГА MORE TIME. THEN
REST UP. IN A FEW
HOURS, WE
STRIKE...

құ N
Ë k
LAT РАИМ!" |І)

ONE OF YOU `
SAY, "WHO'S
THERE?” ‫بر‬

GOT A REALLY
GOOD WHEEL GAG,
BUT SOMEBODY HAS TO
FEED ME THE SETUP LINE.

SPEED DEMON! `Š
BEETLE! FAN OUT
AND FIND ME THAT
ATMOSPHERIC
CONDENS-- ‫گم‬

BOTHER. Т i HEAVY LIFTING.

I’M ON ۰

CHECKED
EVERY ROOM.
FOUND IT. GOT

BORED. LUGGED
IT BACK.

SHOULD DO
SOMETHING!
YOU'RE NO
GOOD TO ME
۱۴ YOU ТІКЕ
YOURSELF
OUT.

BELLA, NO!
THEY'RE BAD
GUYS. JUST STAY OUT
OF THEIR WAY!

СОС СОПЛІ

WHERE
PIP ALLOF

ti SOME i BE МЕ. WELCOME ЛЕ

B ТО МУ PARLOR. „

IMPOSSIBLE!
WE WERE IN AND \~

SET UPA
STREET-WIDE

PROPORTIONATE N
۹ SPEED OF A SPIDER. À

TRUTH IS,
THAT ALWAYS
STRUCK ME
AS A BIT
UNFAIR.

YEAH? WELL I'LL

TELL YA WHAT'S
GONNA STRIKE YOU, ARTER
SPIDEY. ME! 4
(jj
WHAT INSTANT
IS THIS FRICTIONLESS
STUFF?! SURFACE.

IMPRESSED?
DON’T BOTHER...

AN 4
“ты 4

мА щщ

DOWN. Wer КҮТ,

а |) AI J,

Q S

МА FT
“м

AT A‫ام‬
J Ж”. /

ANOTHER

“A QUICK, CHEAP,
AND EASY TO INSTALL...

\
WW
ĠJA

Буу тр. 572

IS МО ONE
‫ ی‬ee
7 Co cee JB
ж 4 fi YOUR
If 2 ne USELES

7 РОБ YOUR Š.
сувовсоғріс każ WÑ
STABILIZERS? М

SHOCKER!
MOVE, DUDE!
I САМ”

OVERDRIVE!
р

T-
ә...
“ла ты
ж

OH, THIS
AIN'T GONNA
BE PRETTV.

НА! ТНАТ
| WAS PERFECT,
SPIDEY! A

KEEP FILMING, MS.

WINTERS. THE SAME
GOES FOR ALL
THAT ۶
GOING RIGHT
UP ON THE

DAILY BUGLE’S
A HOMEPAGE!

THE PRESS?!
WHEN DID THEY
GET HERE?!

| “I LET THEM KNOW

THAT THIS NEW, SO-

CALLED "SINISTER

SIX” WAS COMING.

“AND THAT ANYONE

WHO WANTED COULD
HAVE А RINGSIDE
SEAT...

ts AND WITNESS

THEIR COMPLETE
AND UTTER DEFEAT

AT МУ HANDS!"
BUT HOW'D YOU
KNOW? 1

А BAROMETRIC
OSCILLATOR АМР
АМ ATMOSPHERIC
CONDENSER.

THE FIRST
TWO PIECES OF
A WEATHER

WHAT WERE
YOU GOING ТО
DO? BLACKMAIL
THE CITY WITH

A TORNADO?

SHUT
UP! IT WAS
A GOOD
PLAN!
IT WAS
| UNINSPIRED TRIPE.
UNWORTHY OF
THE SINISTER
SIX!

4 x HatLomic.net

IM 44
ВЕАТІМФ ТНЕ \
Е

SINISTE
SIX!

Ж? 1 Z Z. N
\ ІТ) iff M
ДҮ ЙГ j|

/ l
f / ү, fi Lif

44 AND ۹
EVERVONE
IS GOING ТО
š SEE ІТ! 4

И
| ENIN

«WHEN е
YOU CROSS
THIS SPIDER- }
MAN! rs е >>I
>
d m (U
А
Y
ШИШЕ
(۳۱۵

mN]
=

' GOOD
WORK, WALL-
CRAWLER.
WE'VE GOT