Cover Price: $.12

January 1964

Value: $2,050 (Near Mint-)


Supporting Cast:
Flash Thompson, Liz Allen

Fantastic Four (Mister Fantastic, Invisible Girl, Human Torch, The Thing) (II)

The Living Brain

I - "The Terrible Threat Of The Living Brain!" - 17 Pages
II -
"Spider-Man Tackles The Torch!" - 6 Pages

Writer -
Stan Lee
Artist I - Steve Ditko
Artist II - Jack Kirby
Cover -
Steve Ditko
Inker II - Steve Ditko
Lettering I - Art Simek
Lettering II - S. Rosen

Some of the greatest comic book villains were introduced in the first number of issues of Amazing Spider-Man. The Chameleon, The Vulture, Doctor Octopus, The Sandman, and the Lizard were all brought to you by the legendary duo of Stan Lee and Steve Ditko, and now they bring you yet another classic villain: The Living Brain! The Living Brain was such a hit, that it took another twenty-something years to bring him back. They didn't want to over-expose the deadly, most feared villain on the planet, so they only had him appear in one panel since! This issue featured a gorgeous yellow Ditko cover with a classic Spider-Man shot, and was later paid tribute to years later in Web Of Spider-Man #35, when the Living Brain came back once again, to haunt Spider-Man! Anyway, her is the issue's two stories:


"The Terrible Threat Of The Living Brain" begins our first story in Science class at Midtown High School. Two men bring a strange looking, robot-like creature into the room, and the only one who seems to have any knowledge of the machine is young Peter Parker. Bully classmate, Flash Thompson, slaps Peter upside his head and knocks off his glasses. The pair of glasses break when they hit the ground. This is the end of Peter Parker wearing his glasses and kind of glamorizing his look a little more. It was later explained in Untold Tales Of Spider-Man, that he never went to get a new pair of glasses, for reason of his eye muscles being much stronger ever getting bit by that radioactive spider that originally gave him his powers. Anyway, Peter and Flash get into a fight, until it is broken up when the teacher calls attention to the students. The I.C.M. Corporation is exhibiting a new computer, and a Dr. Petty goes on to explain the machine: A great computer, built in the form of a human, called the Living Brain. It moves on command, it performs simple motions, but most importantly, it has the power to think! The machine is so intelligent that it answers questions from the audience, and Peter volunteers to operate the Brain. At the same time, the two men who brought the Brain in the classroom, think of the possible financial gains they can make by possessing such a machine (especially by predicting horse race winners).

Now comes the time for the students to ask the Brain a question. What better question can be answered than "Who is Spider-Man?", and it makes Peter sweat for awhile, and then the Brain has it's answer to the query. Parker retrieves the answer from the Brain, but the answer is in the form of a mathematical code, and it is up to Peter to translate it for the student for the next day. Flash gets jealous and starts another fight with Peter, then the teacher suggests settling their feud in the gym, in a boxing match. This is the moment, many readers have been waiting for, to see Peter finally give it to Flash! Peter doesn't disappoint either, as he easily evades Flash's punches and then lands a powerful blow to Flash's jaw, knocking him completely out of the boxing ring. Flash is now dazed and confused as to how Peter managed to land such a powerful blow.

Else where, the two scheming helpers, are busy stealing the Living Brain. They punch out Dr. Petty and accidentally bump into the Brain, short-circuiting it. The Brain is now out of control, swinging it's arms violently, and moving on it's own. The rampage of the Living Brain progresses throughout the school, and when Peter learns of it, he suits up as Spider-Man. At first, Spider-Man thinks defeating the Brain to be an easy task, but he quickly learns otherwise. The Robot thinks it's way out of situations very cleverly, even escaping Spider-Man's webbing. The tables turn, and the Living Brain attacks Spider-Man, eventually cornering him. Spider-Man leaps out of harms way, and then frees some students, before having a door knocked down on him by the Brain. Spider-Man then overhears the two helpers, as they escape the area, and then finally understands what took place to set the Brain off on a rampage. Spider-Man now attempts to reach the control pane of the Brain, but the Brain grabs hold of Spider-Man, and throws him across the room. It eventually gets to the point where Spider-Man thinks that there is nothing that he can do to stop the Living Brain, but has to attempt one more time, as the Brain is headed straight at some students. Miraculously, Spider-Man manages to flip the main cut-off switch, and make the Brain inoperable.

After Spider-Man completely deactivates the Living Brain, the two helpers are tripped up by an unknowing Flash Thompson, who just happens to be walking through their path. The story ends with Flash's fellow students alleging that he is Spider-Man. The great Living Brain makes his next appearance many years later in the pages of Web Of Spider-Man #35, then makes a brief flashback cameo in Spider-Man V2 #20.


There hasn't been a back-up story in Amazing Spider-Man since issue Amazing Spider-Man #2, but here it is, a backup featuring the Fantastic Four. It is one of the few Spider-Man stories drawn by the legendary Jack Kirby. The story opens up as Spider-Man is spying on the actions of the Human Torch, while he is at his girlfriend's house. Doris Evans happens to live in the same neighborhood as Peter Parker, and he wants to show her what she is missing by not dating Spider-Man instead. While Johnny Storm (The Torch) shows off his new Corvette Stingray and his flaming powers, Spider-Man crashes the party. He makes a bat made of webbing, to fly into Johnny's face and make him look like a fool, and then takes a bow in front of the crowd. As you can tell, the Torch is incensed, and the inevitable fight ensues.

The battle begins outside, out of the rest of the party's way. The Torch throws some flame darts at Spider-Man, which Spidey easily dodges. Spider-Man then creates some balls of webbing, which he uses to knock the Torch into the sand. The Torch then gets even angrier, and makes a part of the ground underneath Spider-Man erupt, following it by throwing some flaming buzz-saws at Spider-Man. Spider-Man did not expect the Torch to get so angry, and then he bumps into the rest of the Fantastic Four (Mister Fantastic, Thing, Invisible Girl). Spider-Man begins to fight the other three now that he himself is angrier than ever. The Invisible Girl eventually gets him to calm down, and asks him and the Torch to shake hands. After both refuses, Spider-Man swings away, leaving a heart made of webbing for the Invisible Girl.

This nice 6 page little story actually takes places after
Amazing Spider-Man #21, since it was established that Peter met Doris Evans in that issue.

Quality Rating: 5
Significance Rating: 3

Overall Rating:


 Reprinted In:
Marvel Tales
Marvel Tales
Marvel Treasury Edition
Giant-Size Super-Villain Team-Up #2
 Spider-Man Classics #9
 Marvel Masterworks Vol. 1
Spider-Man Essentials I

Amazing Spider-Man #7

Also This Month:

Avengers #3

Amazing Spider-Man #9