At a nearby bar, a trio of partygoers, one of whom (Ronnie) is dressed as Spider-Man, stumble out of a bar. As Ronnie is helped back to his feet, two guys, dressed as the Green Goblin and Doc Ock, emerge from the same bar, seemingly with a beef to settle with "Spidey". It turns out that Ronnie threw a drink in their faces, thinking they were actually his arch-nemesis. One of Ronnie's friends manages to convince the two guys to calm down and let them leave. As Ronnie and his buddies climb into the car, they tell the cab driver the address of their destination. This is overheard by the fake Green Goblin, who seemingly sees this as an opportunity to get his revenge on the fake Spidey.
Fake Spidey and his buddies make their way home. Drunk and feeling sick, Ronnie gets out of the cab, walks down the sidewalk, rounds a corner and proceeds to puke his guts out. Coincidently, it just so happens that Fumes lands on a nearby rooftop because of problems with his gear. Spidey catches up to him and lands on a chimney a few feet away from him. Caught by surprise, Fumes lets go of a small fume rocket grenade he was holding on to. The rocket shoots into the air, seemingly disappearing. Spidey goes to apprehend Fumes when the rocket comes crashing back down on his head, knocking him out and sending him crashing to the ground a few stories below, right on top of Ronnie the fake Spider-Man.
Ronnie's friends come to find him, lying in the garbage. They pick him up and head home, unaware that they are dragging the real Spider-Man on their shoulder, not Ronnie. Despite Spidey's insistence that he's the real deal, Ronnie's friends don’t believe him, thinking it's the "alcohol talking". If only they knew. A few floors above, Fumes sits on the rooftop, realizing what just happened. On the one hand, being the guy that killed Spider-Man seems like a good thing. On the other hand, the Punisher might track him down and kill him, which is not a good thing. Courageously, he takes a look to see where Spidey landed. He spots him lying on top of a pile of garbage bags and is happy to see that he's still alive; he has no idea that he's not the real Spider-Man though. While Fumes makes his way down from the rooftop, Ronnie's two buddies are hauling the real Spider-Man into their apartment, where they toss him on the couch. The twosome thinks they're out of trouble when a female voice calls out to Ronnie from outside. They have a look out the window and see Cheryl, Ronnie's girlfriend. She is angry with Ronnie and wants to talk to him now.
Nearby, Fumes has tied Spidey to a chair in the middle of a closed construction site. He calls his allies, Gossip Girl, Haymaker, Badger Teeth and Mr. Think to tell them that they have a situation. Mr. Think asks Fumes where he’s been, as he was supposed to be back two hours earlier with the "loot". Fumes explains that he's captured Spider-Man. Badger Teeth speaks up and tells Mr. Think and the others that they must destroy Spider-Man, if Fumes does indeed have him. Gossip Girl argues that they should keep him alive; though certain aspects of her personality disagree with her. Badger Teeth tells Gossip Girl to shut up and tries to convince Mr. Think that killing Spider-Man will put them on the map as high-rated super-villains.
Back at Ronnie's apartment, Cheryl tries to awaken whom she believes is her boyfriend. She thinks he's pretending but he's not, well, the real Spider-Man is not. She puts his hand in hers and tells him that she's dumping him. She had promised herself that she would leave him if he did this again (that is, getting crazy drunk) and she's going to see that promise through. She hopes the two of them can still be friends. She then proceeds to kiss his hand and accidentally activates his web-shooter. She gets a face full of webbing.
At the construction site, Fumes is joined by his acolytes. Mr. Think thinks they should take a picture, send it to the Daily Bugle and ask for a ransom. Badger Teeth thinks they should kill him. Mr. Think argues that killing Spider-Man will not do a single thing for their reputation if nobody knows who killed him. Haymaker suggests they put it to a vote. Gossip Girl seconds that idea. Mr. Think agrees but indicates that his vote will count more than all of theirs combined, as it's the whole reason he started their group. He then tells Fumes to go get a newspaper and take a picture of him and Spider-Man with his camera phone. Badger Teeth puts his hands on Mr. Think's shoulder and tells Fumes to stay put.
At Ronnie's apartment, Cheryl – her face covered in webbing – tells Ronnie's friends that the Spider-Man on their couch is not Ronnie; she checked under his mask. She asks them where Ronnie is. The twosome exchanges looks, wondering where their buddy is. Cheryl is angry with them; she cannot believe they grabbed another buy wearing a superhero costume while Ronnie is probably lying in a gutter someplace. As the three of them prepare to leave the apartment, the fake Green Goblin and Doctor Octopus, from the earlier encounter at the bar, show up at their door, looking for "Spider-Man".
While Badger Teeth and Mr. Think have a heated conversation about what to do with (their fake) Spider-Man, Fumes thinks back to his childhood. If his dad knew the kind of characters he is presently hanging out with, he would certainly have a heart attack. You see, his dad was a simple vacuum's repairman, just like his father was before him. But Fumes didn't want to spend his entire life fixing vacuums – he wanted to do something a bit more exciting with his life. Back in the present, Fumes is knocked to the ground when the limp body of Mr. Think comes crashing into him, courtesy of the angry Badger Teeth. Mr. Think orders the others to subdue Badger Teeth.
Back at Ronnie's apartment, the fake Green Goblin and Doctor Octopus demand that (fake) Spidey show his face. Just then, the real Spider-Man awakens on the couch and makes his way into the room where his fake opponents are gathered. His eyesight fuzzy from his earlier fall, he thinks he’s facing the real Green Goblin and Doc Ock.
At the construction site, Gossip Girl and Haymaker have their hands full with trying to stop Badger Teeth from killing Spider-Man. In the ensuing confusion, Fumes undoes the ropes tying Spidey's hands and feet together. It appears Fumes has had a change of heart and wants to set Spidey free. Fumes’ comrades are too busy fighting each other to even notice.
Still groggy, Spidey has no idea what is going on, except knowing that the Green Goblin and Doc Ock that are punching him are not the real thing. Despite being outnumbered and being repeatedly hit by the two wannabe villains, Spidey still manages to fend them off.
Back at the construction site, Mr. Teeth tries to convince Badger Teeth to stop his rampage. Badger Teeth reveals that he's been part of other teams before and that it never worked out really well, as he had issues with his temper and killed everybody. He thought joining this team would be different, but it's not. He prepares to hit Mr. Think when he takes notice that Fumes has freed Spider-Man from his bonds. When asked if he's trying to save Spider-Man, Fumes tells Badger Teeth that he’ll have to go through him to get Spider-Man.
At Ronnie's apartment, one of his roommates tries to take a picture of Spidey, upon realizing that he's the real deal. It's not working too well for him. Spidey incapacitates the fake Green Goblin and webs him up. The fake Doc Ock grabs hold of Ronnie's flat screen TV and prepares to either steal it or throw it at Spidey, or smash it to the ground. One of Ronnie's roommates launches himself at the fake Doc Ock to stop him but the fake Doc Ock dodges him and the poor man accidentally launches himself out the window. As he plummets toward certain death, he blames Ronnie for everything that's happened that night. Thankfully, a well placed webline saves the man from imminent death. Just then, Spidey is alerted to some strange activities going on nearby. Realizing that perhaps it has something to do with Ronnie, he swings out the window, not before telling Ronnie’s other roommate to lay off the fake Doc Ock, as his friend is not dead and can be found downstairs.
At the construction site, things are not going well for Fumes. Badger Teeth is too strong an opponent for him. Fumes is knocked to the ground, Badger Teeth towering over him, preparing to deliver the deathblow. Before that happens though, the fake Spider-Man, a.k.a. Ronnie, shows up and knocks Badger Teeth out with a solid lead pipe to the face. Outside the construction site, Cheryl and Ronnie’s two roommates are following the real Spider-Man on foot. They see head into the construction site and decide to go after him. As they get ready to go in, a man comes racing out of the site – Mr. Think – yelling that he does not want to die. Cheryl tells Ronnie's two roommates that there is going to be hell to pay if Ronnie got hurt. When they enter the site, they find Ronnie standing mask-less, with Gossip Girl, Haymaker and Badger Teeth lying on the ground unconscious. Cheryl is relieved to see that Ronnie is okay. His two buddies are also glad he is okay. They apologize for grabbing the wrong Spider-Man. Ronnie is not upset with them and suggests they all head back to his apartment for more beers.
Left standing there by himself, Spider-Man – the real one – wonders what happened to Fumes. He figures Fumes hasn't gotten a chance to get really far. Fumes is next seen returning the jewels he stole earlier and walking away, hoping to have a slate clean and that Spider-Man is no longer chasing him. When a bystander he walks by asks whom he's supposed to be disguised as – for Halloween – he replies that he's a vacuum repairman (making reference to the earlier flashback to Fumes' childhood). Watching from a nearby rooftop, Spider-Man smiles and says – to himself – that this was the best Halloween ever.
The end.
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