After getting a letter from the Dean of Students telling him to be in his office at 9:30 sharp, Peter Parker finds that his luck is bad as ever, while he oversleeps and is forced to web-sling across the city to make it on time. Despite his best efforts, Peter ends up showing up an hour late. When he arrives he's introduced to Brian Braddock, a student from Thames University in England who has come to New York on an student visit. The Dean explains that he has come to ask Peter to board Brian at his apartment since he signed the consent form to allow ESU to farm out foreign students to ESU attendees that have their own property. Boxed in, and being offered $50 a week, Peter decides to accept it but is concerned that taking in Brian could possibly compromise his secret identity as Spider-Man. Peter then takes Brian out to meet his friends at the Coffee Bean.

Meanwhile, at London's Heathrow Airport, members of the British branch of the Maggia crime organization have sought the international assassin known as Arcade to carry out an order to kill Brian Braddock, whom (along with a couple dozen others) they suspect is in reality Captain Britain. They are unaware that they are being spied on by a mysterious woman, who remarks that "the Braddock boy is on his own."

Back in America, it is nightfall and Peter Parker checks to see if Brian is asleep before changing into Spider-Man and going into action. However, Brian is restless and unable to sleep and when he's called to the window by the sound of a speeding fire truck he spots Spider-Man swinging out of Peter's bedroom window. Finding Peter's room empty, and not sure if Spider-Man is a hero or a villain, he assumes that Peter may have been kidnapped by Spider-Man and changes into Captain Britain.

He then attacks Spider-Man, catching the Wall-Crawler completely off guard. A fight ensues with Spider-Man on the defensive and he eventually Spidey runs away from Captain Britain, in order to get a measure of the man's abilities. Noticing that his powers are derived from his Star Scepter, Spider-Man tricks Captain Britain into following him onto a skyscraper's construction site and manages to snare the Scepter with a web line. Spider-Man then saves Captain Britain before he can fall to his death. Spider-Man explains that he "works with Peter Parker" by giving him exclusive photos for the Daily Bugle. This (somewhat) false story appeases Captain Britain, and they both chalk up the attack to Britain being a novice super-hero.

Captain Britain explains his origins to Spider-Man and that he was sought out by a criminal known as the Reaver. When trying to escape the Reaver's men on motorcycle he was forced to drive it off a cliff, ending up in a horrible crash. Surviving, he was drawn toward the mystical Siege "Perilous". There he was confronted by Merlyn and the Lady of the Northern Skies. They explain that they have come to him as a test of faith, and to see if he is worthy of being a champion against villains such as the Reaver. They gave him the choice of choosing the Sword of Might or the Amulet of Right. Brian chose the amulet and they then transform him into Captain Britain, the champion of the land and he has many adventures clashing with various super-villains before coming to America.
With the battle over, the two heroes decide to duck into hiding as a police dispatch led by Captain Jean DeWolff is speeding through the area after reports of the fight between Spider-Man and Captain Britain were called into the police. They are however ambushed by Arcade and his minions, who capture the two heroes in a specially rigged garbage truck.

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