The Amazing Spiderman #297.  Titled “I’ll Take Manhattan!” February 1988.  Written by David Michelinie.

Dr. Octopus decides to simply kill everyone in New York with a biological weapon.  Dr. Octopus has his men dress in Master Planner costumes.  Only Dr Octopus can stop the bomb from detonating, but he is overcome with fear of his adversary.  Used.

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