Spider-Man, who is unconscious, and J. Jonah Jameson have been captured by the Kingpin. The Kingpin decides they should both be eliminated and has them placed in a giant water tight chamber and begins to have the chamber filled with water. As the water rises, Spider-Man finally awakes and manages to break free from his bonds. Spider-Man creates an airtight web bubble for them to breathe in. Figuring his captives to be dead, Kingpin has the water drained, and Spider-Man goes on the attack. Spider-Man then frees Jameson and they try to find a way out of Kingpin's base. Jameson gets knocked unconscious, and Spidey locates the Kingpin and Foswell. Meanwhile, Flash returns from the war on furlough. While Spider-Man and Kingpin battle, Foswell sneaks out to find Jameson. Kingpin manages to escape and Foswell helps Jameson escape, but Foswell is shot by one of Kingpin's goons and dies saving Mr. Jameson's life.

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