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Peter Parker wraps up his visit to L. A. enjoying jazz at a new nightclub. He notices Jack Russell (the Werewolf, whom he recognizes from an earlier adventure) seated nearby with his friend Buck Cowan. The performance is interrupted by the unpleasant appearance (and odor) of Tatterdemalion, a sewer dweller the Werewolf fought over a year before. His purpose there is not to rob the patrons, but merely to deprive them of their wealth. Peter and Jack each try to figure out how to change to their alter egos without being seen, when Tatterdemalion recognizes Jack and accosts him just as the lights go out.
Two band members, Cat and Mouse, are about to enter the fray, but a shadowy figure known to them leads them elsewhere. Taking advantage of the darkness, Peter changes to Spider-Man and Jack transforms to the Werewolf. As they fight the sewer-dweller, a veiled woman observes Spider-Man, then leaves, thinking he is the agent she requires. Inside, the battle proceeds until Tatterdemalion chloroforms Spidey and stuns the Werewolf with his weighted scarf. He carries off the semi-conscious lycanthrope, and the groggy Spider-Man follows his trail.
When the Werewolf comes to, he finds he is tied, suspended from a ceiling, surrounded by skid row bums led by Tatterdemalion. An alarm tells the rag-man that Spidey approaches, and he goes to meet him in the sewer. They fight again, and Spider-Man gains the upper hand, forcing Tatterdemalion to flee to hide hideout which turns out to be the basement of a halfway house. The Werewolf chews through his bonds, and the conflict resumes. By removing the Tatterdemalion's weapon laden scarf and hat, Spider-Man is able to land a punch that knocks him cold.
Spidey then glimpses the veiled woman, whom the Werewolf doesn't see, and leaves to follow her. She leaves a deliberate trail to lure him into an apartment building. When he finds her, she has ditched her veil and overcoat and introduces herself as Dansen Macabre.