Spider-Man intervenes when he discovers the sinister Sandman robbing a bank. The hero is frustrated when he learns that the crowd thinks he is either Sandman’s accomplice or a rival robber. Captain America suddenly arrives and knocks the villain cold with his shield. After the dust clears, Cap thanks Spidey for coming to the aid of the Avengers (in AVENGERS #11). Spidey is honored when Cap shakes his hand and helps him "escape" from the police. Suddenly a quartet materializes out of the air: they are an Enclave of rogue scholars from the future, Darwin (who can evolve and devolve himself), Curie (who can mutate other life forms), Kafka (who can morph into a giant bug), and Tesla (standard electrical powers). They announce that Sandman will be responsible for a disaster that will exterminate at least 27% of the world’s population; their solution: kill him now and save the world. Captain America refuses to comply, so while Darwin attacks the hero, Kafka extracts the Sandman from the police vehicle. Spidey sees this as his cue to intervene and he carries the target to safety. Curie mutates a rooftop garden into a jungle of deadly vines that snatch Sandman away. Cap and Spidey work out some strategy and Spidey goes to work, harassing the enemy with his wisecracks until Curie, trying to mutate a coop full of pigeons into a menace, accidentally zaps Sandman, creating a stone giant. The monstrous villain now intends to kill a third of the people on Earth (thus creating the menace the Enclave intended to prevent). Spidey persuades Tesla to overload Sandman’s inhibitor jolting the villain back to normal and rendering him temporarily powerless. Darwin reveals that this was his plan all along, selected over seventeen easier methods of stopping him because it was more exciting—and it also impressed the attractive Curie, who agrees to a date as they vanish back to their own time.
Later, as Spidey reads the Daily Bugle’s coverage of the events, painting Cap as the hero and Spidey as a bad guy, Captain America stops by. Cap offers to make a public statement defending Spider-Man but Spidey declines, thinking it could just as easily drag Cap down. He thanks Cap for his support and swings off. Captain America then conceives a plan to rehabilitate other heroes who have a bad public reputation—like Quicksilver, Scarlet Witch, and Hawkeye—by inviting them to join the Avengers.