Late one night, Peter Parker is nervously pacing a wharf on the Hudson River, trying to overcome his depression over the recent death of Gwen Stacy. A drunken sailor, Nathaniel, recognizes the sorrow in his eyes and advises him to confront his troubles. Annoyed, Peter swings away the moment the drunk’s back is turned. Moments later, a meteor crashes into the sea; Nathaniel spies someone swimming away from it and reaches out to help him out of the river. When the swimmer grasps the sailor’s hand, Nathaniel is turned to stone. The Grey Gargoyle is back in town….
Uptown, Peter changes into his Spider-Man costume and heads out in search of a criminal he can take out his bitterness and anger upon. Suddenly he spots a couple of yellow-garbed A.I.M. agents on a roof. Quickly dispatching them and wrapping them up for the police he searches the area to discover what they were up to. His spider-sense directs him to where finds Captain America in battle with more A.I.M baddies. Spidey joins Cap in mopping up the crooks, then, at a signal to Nick Fury, the two heroes are teleported up to the SHIELD Helicarrier. A rookie agent recognizes that Spider-Man is wanted by the police for murder and tries to arrest him; Spidey assumes a defensive position on the wall—until Nick Fury intervenes. Fury takes the two heroes into a conference room and explains that SHIELD had learned that A.I.M. was planning to steal a new guided missile telemetry system. There were three working models and the villains launched simultaneous attacks on all three. Cap and Spidey prevented one team from reaching its objective; SHIELD agents saved another in Florida but the third was taken. A homing device in the gizmo shows that the villains headed for Queens, and now Fury wants Cap (and a reluctant Spidey) to recover it.
At the abandoned Science Pavilion from the 1964 World’s Fair, A.I.M has a secret headquarters and tonight they have a guest—the Grey Gargoyle. The Gargoyle plots revenge against Captain America who trapped him in a missile launched into space (in CAPTAIN AMERICA #142). The villain reveals that he was able to rig a transmitter and contact his A.I.M. allies, who shot down the orbiting missile, sending the petrified bad guy into the river. And now he plans to use the stolen guidance system to hold the world for ransom. Suddenly Spidey and Cap burst in and engage the enemy. While Cap struggles with the Grey Gargoyle and flips him into an equipment bank, a live wire hits Cap shocking him into a coma. This distracts Spidey long enough for the Gargoyle to turn him to stone. The Gargoyle has the petrified heroes (apparently he touched Cap just to make sure he was helpless) chained to a missile ready to be sent into orbit carrying a satellite which will contain a power beam strong enough for the villain to use to hold the world at bay. As the countdown begins, Cap and Spidey recover—much more quickly than the Gargoyle anticipated, due to quirks in their body chemistry—and attack the bad guy. In the struggle the Grey Gargoyle’s foot is enwrapped in a chain dangling from the rocket. It launches on cue, dragging the petrifying malefactor behind it into the sky. A tired Spidey bids Cap adieu and heads home to get some rest.