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Jed Walker is having a terrible dream. He is drowning, as a large fish comes to devour him. Monitoring Walker's nightmare from the Dream Dome, the Sandman discovers that Walker's nightmare is being broadcast from outside the Dream Stream. Entering Walker's dream to investigate further, the Sandman learns that Walker is, in actuality, a robot decoy that explodes in the Sandman's presence. The immense fish turns out to be a bizarre sub-surface vehicle, piloted by the cowled agents of Doctor Spider. The two men collect the unconscious form of the Sandman, then phase back into the waking world. A robot double of the Sandman returns to the Dream Dome to collect Brute and Glob, for an "urgent mission". Glob enthusiastically follows the robot to the waking world, but the suspicious Brute hangs back. The robot returns with Glob to the sub-sea vessel. There, Doctor Spider has Glob stunned into submission, then imprisoned next to the real Sandman. With the Sandman's hypnosonic whistle now in his grasp, Doctor Spider plans an assault on the nation's capitol.

Meanwhile, the real Walker awakens to new torments on the farm. After preparing and serving breakfast to his spoiled relatives, he finds that he is to be left behind while they spend the day at the carnival. Walker busies himself with the litany of tasks his Uncle Barnaby has left for him. That night, Walker is sent to bed without supper, by his cruel Aunt Clarissa. With the exhausted Walker fast asleep, his selfish cousin, Bruce, enters his room, and steals Walker's whistle, a gift from the Sandman. Bruce blows the whistle, summoning Brute. The sound of the whistle has put Bruce to sleep. Brute unleashes his bag of nightmares on the boy, to torment him in his slumber. Brute rouses Walker, then enlists the boy's aid in mounting a rescue mission to save the Sandman. Back in Doctor Spider's Secret Island Fortress #114, the malevolent arch-criminal awaits a response to the ultimatum he tendered to President Gerald Ford. Doctor Spider's message has been received in a, somewhat, lighter fashion than intended. Deemed a crackpot, the government ignores Doctor Spider's threat to destroy Washington, D.C.

With all of his Herculean might, the Sandman finally breaks out of his crystal prison. The Master of Nightmares immediately goes on the attack. Though he is able to subdue a majority of Doctor Spider's minions, Doctor Spider, himself, gets the drop on the Sandman. Deeming the Sandman too big of a threat to keep around, Doctor Spider's minions bind the Sandman's arms, then throw him into the ocean. Following Glob's trail of nightmare dust, Brute and Walker arrive at Doctor Spider's fortress, and lay siege to it. Spying the Sandman, Walker races to him, running into a trap. Brute engages the robot duplicate of his master, only to find his muscles locking up on contact, due to the robot's electrical shield. Doctor Spider subdues Brute, then imprisons both Brute and Walker, with Glob. Beneath the waves, the Sandman runs into trouble, in the form of a hungry shark. Timing his maneuver perfectly, the Sandman is able to utilize the shark's teeth to sever his bonds, then lands a savage blow on the shark's nose, repelling it. Returning to Doctor Spider's fortress, the Sandman launches a surprise assault. Very quickly he shatters the prison holding Brute, Glob, and Walker. Glob collects the Sandman's hypnosonic whistle. Brute puts down the robot duplicate of the Sandman, just as Doctor Spider unleashes a larger, more powerful machine killer into the melee. One blow on the Sandman's hypnosonic whistle reduces the automaton to slag. It's attack, though, has bought all the time Doctor Spider needed to escape. With the threat of Doctor Spider momentarily ended, the Sandman returns to the Dream Dome, while sending Walker back home.

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