Ana's plan backfired, releasing Peter from his arachnid form – but something has changed. His senses are enhanced, his body more muscular, and he can now shoot organic webbing from his wrists! These new powers imply untold possibilities for his identity as Spider-Man.

But will they help him in a game of poker?

ACT 1: The story opens up with Angel, from the X-men, making his way (i.e. flying) to a building somewhere in Manhattan. He flies down and lands on the balcony of one of the apartments and is greeted by none other than Sue Richards, the Invisible Woman. He asks her if he's late to which she replies that THEY've just started. The next panel shows Doctor Strange, the Black Cat, Ben Grimm (a.k.a. the THING), Johnny Storm (a.k.a. the Human Torch), Spider-Man, and Reed Richards (a.k.a. Mr. Fantastic) playing low-stakes poker (i.e. twenty bucks each), with proceeds going to the charity of the winner's choice. Angel joins them and the game continues. Spider-Man starts describing – in his thoughts – how each of the participant plays and how he uses his spider-sense to alert him that somebody else is bluffing. Suddenly however, there is a knock on the door. Sue makes her way to the door and opens it. The most unlikely person stands in the doorframe: the Kingpin.

ACT 2: Immediately, most of the heroes are on their feet, asking the Kingpin what he is doing there. The Kingpin replies that he has a proposal to make to all of them. He goes on explaining that he wants to raise the stakes a little and that he is willing to give fifty thousand dollars to each player there so that they can play a real game of no-limit-winner-take-all. He adds that if any of the heroes win, they can give the cash to whichever charity they've chosen and if he wins, then he'll use the money to buy a boat, which he will name the "Heroes' Folly". He will also use their respective twenty-dollar stakes to buy himself a nice Cuban cigar, which he will obtain illegally. The heroes huddle to discuss his proposal and after careful consideration, they accept.

ACT 3: The game plays on into the night. One by one, the heroes fall. Angel an the Black Cat are the first two to fold but it does not seem to matter much to them, as they are soon seen hanging together on the nearby couch. During the game, Reed Richards asks all of them about the craziest thing they have ever encountered. Spider-Man explains about the "Masochist Marauders", a gang of hooligan whose main purpose in life is to be beaten up by superheroes. We are treated to a very funny flashback sequence recounting the first time Spidey encountered them.

ACT 4: Hours later, only three remain: Spidey, Ben Grimm, and the Kingpin. After a valiant effort however, the Thing folds and it's now down to Spidey and the Kingpin. The Kingpin is too confident and after a few hands, he deals everything in, prompting Spidey to do the same thing and revealing that he only has two pairs. The Kingpin immediately screams victory since he has a full house and goes to grab the money, to the discontent of everybody. Spidey however stops him and tells him that he misunderstood what cards he, Spidey, had. Spidey reveals that he had two pairs: two nines and two more nines, which makes four. The Kingpin is perplexed and cannot believe that he was just beaten at poker by Spider-Man. Spider-Man grabs his money while a confused Kingpin watches over, fury in his eyes.

ACT 5: Later that night, the heroes are all ready to take off; still reveling in Spider-Man's win at the Kingpin's expense. Reed Richards finishes counting the money, while his wife, Sue, watches on. Spider-Man approaches Reed and tells him to donate his money to the Cerebral Palsy Research Foundation in Kansas. He then grabs a twenty for "cab fare" out of the stack of money he's won and he web-slings away into the night. A short time later, we see Spidey swinging away with a bouquet of roses for Mary Jane, which he bought using the twenty bucks he won at poker.