ACT 1: The story opens up with a gathering of thieving mimes in their secret headquarter. The mime Leader is showing them a slideshow of how they've been repeatedly beaten and humiliated by Spider-Man over the years. The mimes in the crowd are getting ticked off so they start throwing vegetables at him. The leader manages to calm them down and continuing with his slide presentation, he shows them how they'll get rid of Spider-Man once and for all. The crowd is ecstatic.

ACT 2: Peter Parker is on his way home after a hard day at work and is carrying a huge pile of science assignments from his students. As he struggles to keep hold of every assignment, Barker, Peter's next door neighbour Caryn's dog, who has stolen a clothesline full of his owner's underwears and who is now running away from her, crashes right into him, knocks him over, and sends his science assignments flying all over the place. As Peter collects the assignments, Caryn shows up out of breath and asks Peter is he's seen Barker. Peter points her in the right direction and heads back to his apartment. He sits down on the couch and starts to go through the assignments but it seems as though he'd rather be outside. Minutes later, as Caryn continues to run after Barker, Spider-Man can be seen web-slinging away in the background.

ACT 3: Minutes into his patrol, Spidey spots a mime-mugging taking place in an alley. He drops down to intervene but realizes that it is a setup; the people being mugged are mimes as well. The mimes attack but Spider-Man is too formidable of a foe and soon the mimes are seen fleeing the scene. However, tougher mimes and mimes armed to the teeth show up seconds later and attack Spidey. Our hero manages to web most of them up but then the mime Leader arrives driving an army tank. He gives the order to blast Spidey but the latter manages to web-sling out of harm's way and flees the scene. The mimes climb into their vehicles and they chase after him.

ACT 4: The two monks that tried to protect William, back in Peter Parker Spider-Man #34 are stopped at a red light when some mimes in their mime-mobile, who are in pursuit of Spider-Man, pull up next to them. The two drivers stare at each other nervously and get ready to street race, pressing heavily on their gas pedals. The light turns green and the race is on. Well, for the mime-mobile and the mime-tank it is. The monk-mobile doesn't even make it through the intersection and falls apart at the light.

ACT 5: The mimes catch up to Spidey and continue to shoot at him with the tank. Using his amazing spider-like abilities, Spidey manages to escape into a nearby Plexiglas Factory. While Spidey works at building something made out of Plexiglas, the mimes are busy with the police who have arrived on the scene. Spidey steps back and admires his work and then he heads back outside where he gets the attention of the mimes by making a giant web arrow that points to himself mooning them. The mimes are furious and run after Spidey who's gone back inside the factory. Spidey knocks out the lights as the mimes enter the factory and after a few minutes of stumbling around in the dark, one of the mimes lights up a match and it is revealed that they are trapped in the giant Plexiglas cube that Spidey has just built. Spidey who is standing on the other side is busting a gut laughing at them.

ACT 6: A short time later, the police are escorting the mimes out of the factory and are asking them to make a statement. As the mime Leader tries to explain what happened by mimicking their recent brawl with Spider-Man, the policeman just doesn't understand what the mime Leader is saying so he ends up putting a big question mark on the statement report. As the mime Leader is escorted away, Spidey, who is on a nearby rooftop, taunts him. The mime Leader points Spider-Man out to the police but Spider-Man is long gone by the time they turn around.

ACT 7: Later that night, we find Barker the dog sleeping happily on the balcony, the clothesline of underwear still stuck in his mouth, while his owner Caryn is sleeping soundly with the giant Teddy Bear that Peter won for her at the Fair back in Peter Parker Spider-Man #34. At one end of the town, the mimes are sleeping in a jail cell and at the other end of the town, Peter is busy grading the assignments. After an exhausting day of fighting mimes, Peter drops his pencil on the ground and falls asleep, dreaming about Mary Jane.