* Captain America guest appearance
* Batroc

Spider-Man is swinging through the city at dusk when suddenly on the street below him a strange portal opens and a demonic creature passes through it to Earth. Hearing the commotion, Spider-Man turns around to investigate and tries to stop the creature, but it swats him away with its superior strength. Coming through the portal next are the Falcon, Leila Davis, Texas Jack, a number of the insane Night People of Zero Street and lastly Captain America, before the portal finally closes. With the Night People and Falcon going on a rampage, Captain America quickly knocks out his partner and has the police round up the Night People. Captain America carries away the unconscious Falcon and promises to explain what happened to Spider-Man some other time. When the police attempt to arrest Spider-Man, the wall-crawler makes his escape.

Elsewhere in the city, in his private penthouse, Batroc the Leaper is having issues with Caspar, his hired butler. When the nervous new hire drops his priceless dishes stolen from a rich family in France, Batroc knocks him out with a single kick. Hearing a commotion on the street, Batroc notices the creature loosed on New York earlier walking down the street. Seeing this creature as a perfect opportunity for himself, Batroc seeks out the monster, hoping to make it his slave. He corners it in an alleyway and offers it his friendship.

Spider-Man meanwhile has arrived at the Daily Bugle to see if his camera has been repaired and notices that J. Jonah Jameson is still acting strangely.

Later that night on the docks, a S.H.I.E.L.D. hovercraft is landing to deliver a shipment of trans-uranium worth ten million dollars. The shipment is then attacked by Batroc and the creature from Zero Street, who give the S.H.I.E.L.D. agents a good pounding until Captain America arrives to lend a hand. When Cap finds himself outmatched, he is saved in the nick of time by Spider-Man, who has come to lend a hand after hearing of the battle on the television. As the two fight their foes, they duck in such a way so that Batroc and the creature strike each other. Batroc is knocked out, and the creature begins to give off a radioactive glow and flees the scene.

When they establish that Batroc knows nothing about the creature's glowing, the heroes leave him in the custody of SHIELD to stop the creature. They track it to a yacht that is heading out to sea, and while Spider-Man fights off the creature, Captain America goes below decks to rig the ship to explode. When Cap returns to the deck he finds that Spider-Man is caught in a death grip, but uses all of his strength to break free. The two heroes manage to jump ship just before the ship explodes, killing the creature on board. Afterward, the two heroes part company.
Later, in his civilian guise of Peter Parker, Spider-Man has Mary Jane help him pick up his Aunt May from the hospital, and finds that Mary Jane is still angry at him. Watching Captain America walk by, Peter thinks to himself how lucky Captain America must be and figures the hero has it all, completely missing the fact that Star-Spangled Avenger walks slumped over, consumed with thoughts on how his partner Falcon might be cured of his insanity.

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