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After webbing up the assassins from the previous issue, Spider-Man was attacked by Hydro-Man, who had been trapped in the water tower since his disappearance not long ago. With Hydro-Man escaping into the pipes, Spider-Man took the opportunity to leave as well, feeling in no condition to battle.
Instead, he bought a ticket to Halloween II, of which its much promoted surprise ending was spoiled by Debra's new boyfriend, Biff Rifkin, both of whom Peter bumped into later at the theater. With the best part of the movie ruined, a much sour Peter decided to head home despite having spent all his money on the movie.
At home, just when Peter was about to hit the sack, his noisy roommate decided to sing again, causing an agitated Peter to accidentally smash the wall with his fist. Looking through the hole, however, he realized that the noisy one was the dwarf-sized man he had previously assumed to be quiet and scholarly. He laughed bitterly at the irony.
Meanwhile, in a bar at another part of town, Hydro-Man caught Sandman making a move on his chick, Sadie Frickett. The two brawled out over it, but Sadie stopped them and instead asked both of them to play nice as she walked out the bar with the two of them. However, Peter heard about the fight through his colleague at the Bugle and assumed that the two villains were out to get him. He quickly changed into Spider-Man to investigate.
As Sandman and Hydro-Man continued their argument in Sadie's apartment, Spider-Man burst in and ended up in a brawl against the two of them who decided to work together. The fight ended at a pier, where both villains wound up falling into the water. Just when Spider-Man thought them defeated, a creature of a single body composed of both sand and water rose out from the sea, its size towering over the wall-crawler...