Issue #:	82
Point of Change:	The day that Peter and Aunt May go to watch the launch of a Space Rocket to Mars.
Main Characters:	Spider-Man, Aunt May, J.Jonah. Jameson, The Vulture, The Scorpion, The Spider-Slayer and The Chameleon.
The Story:	The Chameleon alters the rocket to Mars but something goes wrong, it starts to turn back on itself and explodes at the launch-site. Aunt May and everyone but Peter Parker is killed. Peter is adopted by Jameson. After the discovery of webbing at the crash-site, Jameson in a fit of rage offers Flash Thompson the chance of being The Scorpion and Smythe makes the Spider-Slayer. As Spidey goes web-slinging without his mask he gets beaten to a pulp, JJ realises that he must  now save his son...