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Our hero is on patrol when he comes upon a pick-up football game in a vacant lot on the Lower East Side. The game pits big guys against little guys and the little guys are getting clobbered. Spider-Man doesn't plan to spend much time observing the action. "Ball's probably full of crack", he sourly thinks. (Yikes! It's not 1976 anymore.) At that moment, a big bruiser named "Truck" catches a pass and bowls over "Gerbil", a small kid in a Spider-Man t-shirt. Truck takes it in for the score making it 42 to 0 in favor of the big guys. Gerbil has hurt his knee trying to make the tackle and doesn't think he can continue to play. But Truck will not sit out one of his men to even the sides up. He says the little guys must play a man short or forfeit the game.

"Meanwhile on the moon..." (Only in comics do you get "meanwhiles" like that.) two aliens named Grunz and A'Sai use a mysterious and powerful weapon to create a cloaking device as they sneak up on the domain of Uatu, the Watcher. (A'Sai looks like a combination of the Abomination and the Absorbing Man. Grunz is a little guy with a conehead.) Uatu senses danger but A'Sai breaks in and nails him with a force blast before he can respond. Glowing red beams wrap around the Watcher's ankles, wrists, elbows, and head (the last giving him a real cool "headband" look), toppling him. A'Sai closes in for the killing blast.

Back on earth, Spidey steps in and offers himself as the new player for the "little" team in the football game. The big guys agree IF Spidey abides by a set of special rules. No webs. No jumping. He must count to five before rushing the quarterback. No super-strength. It is a tackle game but Spidey only has to be touched to be considered "down". And he must play with one hand tied behind his back.

Spider-Man's team takes the kick-off. On the first play, the quarterback overthrows the Webhead but he catches the ball anyway by reaching up with one finger and using his adhesive powers to get it to stick to him. Unfortunately, our hero steps out of bounds and on the next play, his team fumbles, losing the ball. Now on defense, all the big guys block Spidey, leaving his small teammates to tackle Truck. None of them can manage it and the big guys score again. "I may have to do this all myself", Spidey thinks.

Back on the moon, it is revealed that Grunz bet A'Sai that he couldn't sneak up on a Watcher and capture him. Grunz now owes A'Sai eight million credits. (Which has got to be a lot, right?) A'Sai admits he only succeeded because of his weapon, which he stole from Galactus' world after it was destroyed in the Secret Wars. (Aaaaahhh!!! Excuse me. I always have a panic attack whenever anyone mentions the Secret Wars. Aaaaahhh!!!) Grunz ridicules A'Sai for having such a great weapon and only using it for petty wagers. So, a petulant A'Sai boots Grunz out, then tells the Watcher he wants all of his great weapons or else! Uatu refuses, telling his captor that his weapons have "safeguards to prevent misuse" should they fall into the wrong hands. (A'Sai's priceless response: "What?! That's not fair!")

So, A'Sai makes a wager with the Watcher. If Uatu wins, A'Sai gives up the Galactus weapon. If A'Sai wins, the Watcher gives up his arsenal, shows A'Sai how to use it, and gets snuffed. Now, all they need is something to bet on. (Hmmm. Now what will THAT be?)

The Watcher vows to abide by the wager if released from the energy bands. After A'Sai complies, Uatu reveals, on his bank of monitors, all the significant events going on in his sector. A'Sai is confused by one of the events. It is merely a pick-up football game on earth. Uatu explains that he considers all competitions that include "super-humans" on earth to be significant. A'Sai ignores all the other monumental events going on around the galaxy. He wants to bet on this game.

At that moment, Truck's team scores again, now leading by the score of 56 to nothing. A'Sai puts his wager on the big guys. Uatu agrees. Why does the Watcher take such a bad bet? A'Sai soon finds out. The stolen weapon of Galactus is powerful enough to "bring interstellar empires to their knees" and Uatu is willing to risk anything to acquire it.

But the game may be over just as the wager begins. Spidey's team, thoroughly demoralized, is ready to quit. Spidey calling upon Knute Rockne, (Spelled "Rockney" in the comic. Shame on you, letterer Rick Parker!) scores on his own, making the score 56 to 7. He then gives his team a stern lecture, telling them that it is fear that is making them quitters and that they can win without being bigger, faster, or stronger. (Of course, Spider-Man is bigger, faster, and stronger but he doesn't mention that.) His revitalized team is ready to go again.

Now, apparently, this pick-up game is being played with a regulation timer, because Jim Shooter now tells us that there is nine minutes and twenty seconds yet to play. After a furious montage of Spidey's team hitting paydirt, Jim informs us that the little guys now trail by only 56 to 45 with one minute left. They are well on their way to another score when A'Sai raids the game by sending a jolt of power down to Truck who creams the opposing ball carrier so severely that the smaller player can no longer even move his leg. Truck announces that, with the little guys being one player short again, the game is forfeited to his team. (He doesn't even consider offering them the option of playing a man short now that the score is close.) Before the little team agrees, however, Gerbil, still hurting, declares that he is well enough to go back into the game. Spidey is ready to forfeit anyway, to spare Gerbil further injury, but he suddenly gets a funny feeling that this game is very important and he allows the substitution.

After another score by Spider-Man's team, it is 56 to 52 with 36 seconds left. Spidey kicks off to Truck who is still powered by the Galactus weapon. He barrels over the Web-Slinger and seems headed for the endzone but Spidey pokes at the ball and (with apologies to Chris Berman) IT'S A FUMMMBLLLE!!! Spidey's team recovers the ball with 8 seconds to go. One last chance. The play is called, which fakes out everyone. Instead of Spider-Man, it is Gerbil going long! Spidey throws, Gerbil catches, time runs out, but there is still one obstacle between Gerbil and the winning score. The artificially powered Truck. But Gerbil sucks it up and unexpectedly plows right over Truck into the end zone to win the game. Final score: 58 to 56.

Knowing he has lost the bet, A'Sai decides to kill the Watcher quickly before it is too late. Before the sore loser can react, however, Uatu teleports the weapon into the heart of a star. Previously, Uatu promised A'Sai that he would not punish him for all of his crimes (did I mention this? did Shooter mention this?) but he never promised to pardon him for attempting to welch on the bet. A'Sai begs for mercy and the Watcher gives it to him, transforming him into a Joker in a card deck at Bally's in Las Vegas...so near yet so far away from his beloved betting.

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