Appearing in "The Spider and the Shield"
- The "Enclave" of Rogue Scholars (First appearance)
- Tesla (First appearance)
- Darwin (First appearance)
- Curie (First appearance)
- Kafka (First appearance)
Synopsis for "The Spider and the Shield"
Spider-Man is battling the Sandman who is robbing a Manhattan bank. The battle is interrupted as Captain America knocks the Sandman unconscious from behind with his mighty shield. Sandman is incarcerted by the police and placed in an inhibitor collar.
Cap tell Spider-Man that he has been looking for him to thank Spider-Man for recently helping the Avengers. The crowd is in awe of Cap's heroic actions, but still consider Spider-Man a crminial who was trying to rob the bank with the Sandman. Suddenly an "Enclave" of scentists emerge. They state that they have determined that the Sandman could possibly kill a third of the Earth's population; and their solution is to execute him. This "Enclave" have mysterious powers and a battle ensues as Cap and Spidey try to save a shackled Sandman. During the battle, the Sandman absorbs a energy blast, which combined with his inhibitor collar, incereases his power. He also has an idea to kill a third of the Earth's population.
The energy is removed from the Sandman and his powers return to normal, as well as his mentality to its normal petty thug self. The Enclave deduces that the Sandman will now no longer be the world threat they suspected him to be; and the group disappears. Cap again wants to help guide the young hero Spider-Man and wishes him the best. As the Sentinel of Liberty departs, a vision is shown of the three neophyte Avengers he will soon lead: Hawkeye, Scarlet Witch, and Quicksilver.
Appearing in "Make Mine Marvel"
- Stan Lee
- J. Jonah Jameson
- Aunt May
- Flash Thompson
- Betty Brant
- Joe Robbie
- Ben Urich
- Frederick Foswell
Synopsis for "Make Mine Marvel"
Spidey meets and defeats Whirlwind (who is still deciding on a new name) with a blow to the villain's head. With his last conscious thought, the speedster states that he needs to add a helmet. Giant-Man thanks Spider-Man for his help, but his partner, the Wasp, still has bad feelings about the arachnid hero. Spider-Man is approached by Stan Lee about selling his adventures to Marvel Comics. Spider-Man ponders the idea, but after some conversation with his co-workers at the Daily Bugle and a visit to Marvel's headquarters, he decides he cannot reveal his identity, thoughts, and strategies, to the Comic Company.
- The "Enclave" of scientists is not to be confused with the group that created Adam Warlock. This Enclave is based on famous scientist such as Nikola Tesla, Charles Darwin, and Marie Curie.
- The second story appears to take place sometime after the events of Tales to Astonish #65, where Henry Pym dons the helmeted, distinctive costume featured in this issue. However, David Cannon does not don the Whirlwind costume present in this issue until Avengers #46.