When the Chameleon disguises himself as Spider-Man to break his friend Joe Cord out of prison, his initial attempt fails. When reports about "Spider-Man's" break-in at the prison get to Peter Parker, he decides to investigate using his press credentials to try and get the story. When he arrives, he finds himself stuck with J. Jonah Jameson and Ned Leeds, who have also come to cover the story.

Meanwhile, the Hulk is bounding through the city following his last adventure with the Defenders. When he crashes into the Chameleon's get-away vehicle, the Chameleon puts on a Rick Jones disguise, hoping to trick the Hulk into breaking Joe out of prison. Believing that the Chameleon is his friend, Rick Jones, the Hulk travels to the prison and begins breaking in.

Peter manages to slip away, change into Spider-Man, and attempt to stop the Hulk from breaking Joe out. However, the Hulk is too strong and succeeds in his appointed task. However, Spider-Man follows the Hulk to the Chameleon, where Spider-Man reveals his old foe's true identity. The Hulk violently attacks the Chameleon, but Spider-Man fights him off.

When the Chameleon tries to escape, Spider-Man stops his getaway car with a web net, and when a police officer tries to shoot the Chameleon, Joe takes the bullet and dies. After, the Chameleon turns himself over to the police, and the Hulk and Spider-Man leave the scene, Spider-Man leaving J. Jonah Jameson with a web-gag parting gift when Jameson orders the police to arrest Spider-Man.

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