This is the second of a three-part story arc guest starring The Avengers. Last issue, someone impersonating She-Hulk tried to kill Spider-Man, and now he's mad at The Avengers. Also, there's a giant black cloud of death roaming the city that Spidey released.
Our story starts with a reunion of sorts. In order to combat the Avengers, Spidey has gathered together some of his former allies (and even some past enemies), a list which includes such second string characters as The Prowler, Puma, Rocket Racer and Sandman. Collectively, they're known as The Outlaws - because they all have criminal pasts, natch.
This is not their first meeting, however. In Web of Spider-Man #50, they joined forces to hunt Spider-Man down for some crime they mistakenly thought he committed. Will O'Wisp was in on that caper, but is mysteriously absent for this round. (If there were six members, I guess they would have had an unfair advantage on The Avengers.) As a side note, I believe this is the source of the oft-mentioned "debt of honor" that Puma owes Spider-Man.
Anyway, after a little petty squabbling, Spidey arrives and gives them a quick recap of last issue's events. Naturally, the group is a little intimidated about facing The Avengers, but they reluctantly agree to help.
Help Spidey do what, you ask? What he should have done in the first place, when She-Hulk asked for his help at the beginning of last issue. He wants to find out why that abandoned building is so important and what that giant black cloud of death that he released was. Too bad he didn't think of that before!
They decide to split up in typical Scooby-Doo fashion - the Prowler and Puma are off to break into the Kingpin's headquarters, while Rocket Racer and Sandman visit the City Archives, and Spidey goes off one his own in search of the giant black cloud of death.
We'll follow Spidey first. He circles the city, trying to zone in on his quarry by using his spider-sense. He eventually finds what he's looking for in the Central Park Zoo. It looks like the giant black cloud of death was hungry after being imprisoned for 100 years, because it decided to make a snack of some orangutans (lucky for the 10 million other human inhabitants of the city).
Spidey tries to catch it with a spray of webbing, but it flies right through it. Luckily, the Avengers had been tailing our hero and come to his rescue at the last moment. Here is yet another wasted opportunity for all the heroes to get together and figure out what's really going on. Instead, Spidey swings off again, and the Avengers just let him again.
In the meantime, Prowler and Puma are successful in their mission to infiltrate the Kingpin's headquarters, and narrowly escape with the information they gathered without getting caught. Rocket Racer and Sandman have a more eventful trip. The Space Phantom (remember him from last issue?) impersonates the Sandman this time around, and attacks Rocket Racer.
After Rocket Racer escapes from his clutches, the Space Phantom is reprimanded by his mysterious Master because that wasn't part of their plan. Upset that he isn't privy to the details of the plan, the Space Phantom gives his two weeks notice and disappears in a flash. This doesn't seem to faze his Master, however, who had already figured that into his calculations. Hmmm.
Eventually, the Outlaws regroup and report what they learned to Spidey. Rocket Racer also accuses Sandman of attacking him. Sandman, however, has no memory of the events after their first get-together. Finally, the light bulb goes off over Spidey's head when he realizes that there's something very funny going on. Good detective work there, Scooby!
We'll have to wait 'til next issue to see how this whole mess turns out, though.
I think at this time the Outlaws team was being given a trial run to see if Marvel could spin-off another series under the Spider-Man umbrella - most of the action that takes place focuses on the interactions of the members and their different personalities. The story could have been focused on revealing more of the mystery of the giant black cloud of death and its history.
This was a pretty solid bridge for the story arc. There's enough characters to keep the reader entertained, and the plot moves along to it's logical conclusion. It still has the same problems as the first part, however. It's like a textbook example of how to be a Stupid Super Hero.
Next issue promises to be the big battle royal between Spidey's team and the Avengers.