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Continued from last issue. Spider-Man fell through the rooftop of the burning building, along with Wino Charlie. Eventually, he successfully escaped the building in time with the use of a water mattress, leaving the homeless (and still unconscious) Charlie in an alley on the street to recover.
Due to the fire, the insurance company relocated the residents, including Peter, to a hotel for a temporal stay. There, the beautiful woman from Peter's apartment that he had met the last issue came knocking on his door, asking to watch the television. Peter gladly obliged.
Back on Rikers Island, as the warden was assuring the senator of the improved security, the prison cells were suddenly flooded, allowing The Wizard and his unknown leader to break the Sandman and Trapster out of their cells.
Meanwhile, an Atlantean who had observed the entire break-out reported back to Namor that one of his enemies had released the three criminals from prison, and was staying at the hotel. Namor departed from his underwater lair and proceeded to burst into the room of the beautiful woman Peter had previously spent his time with.
Witnessing this, Spider-Man came into the scene and urged Namor to stop. Their fight continued outside, but they were both stopped by the new Frightful Four consisted of the Wizard, his veiled leader now revealed to be Namor's enemy, Llyra, and the two escaped convict they had sprung. Before either hero could do anything, The Wizard fired his modified weapon upon the two, causing them to be stunned in a state of utmost agony described to be worse than death...