Sleepwalker has come up behind Spider-Man, who is on a stakeout of a crime lord named Crimewave. Not understanding Spider-Man's behavior, Sleepwalker stays back wishing to figure out why this human is acting the way he is. While eavesdropping Spider-Man learns that something is going down on the George Washington Bridge the next night and that Crimewave is holding a meeting where all the crime lords in the city will be attending.
Just as Spider-Man has finished gathering all this information, Sleepwalker makes his presence known to Spider-Man asking him to explain himself. Before they can talk Spider-Man notices that Crimewave is leaving and he can't stay and deal with this new character, so he shoots his webs around Sleepwalker to get away from him. Sleepwalker, seeing similarities in Spider-Man and in his arch-nemesis, Cobweb, Sleepwalker believes Spider-Man to be evil and starts to fight with him.
Sleepwalker does win this round by using his eye-beams to wrap a sign around Spider-Man trapping him, while Spider-Man yells at Sleepwalker for allowing Crimewave, the real bad guy to get away. Confused, Sleepy decides to go investigate Crimewave to see if there is any truth in what Spidey is saying. Before he can get away though, Spider-Man manages to snag him with a Spider-Tracer, trying to actually hit Crimewave's car. Sleepwalker makes it to the car but Crimewave tosses a grenade that takes care of Sleepy pretty quickly.
Getting back to his host's apartment, Sleepwalker leaves him a message before disappearing back into Rick's mind, a drawing of Spider-Man with the words good and evil with question marks after each. As Sleepy vanishes the spider tracer falls off his back and lands in front of Rick's dog.
The next day as Rick is walking his dog, Spider-Man shows up to confront Rick, thinking he has something to do with Crimewave. Spider-Man questions him but realizes soon after that the spider tracer he has been following for hours is in the belly of the dog at Rick's feet. Later that night as Rick falls asleep, Sleepwalker emerges from the confines on Rick's head and flies out of the window, only to find Spider-Man waiting. Spidey thought that if he waited long enough he'd find some connection between Rick and Crimewave, but got Sleepy instead. He tells Sleepwalker to leave him alone, but Sleepwalker feels he needs to make amends for his mistake the previous night, thinking Spider-Man was a bad guy (Rick set him straight by circling the word "good" on Sleepy's drawing).
Underneath the George Washington Bridge at midnight a yacht floats by hosting a charity event for the Homeless filled with wealthy people and loads of money. A group of thieves jump from the bridge and proceed to take over the ship and leave all the people in safety rafts. Spider-Man shows up a little later to find that he is too late and the ship is making a getaway. Trying to make the long distance he swings out using all of his strength only to fall short. Just as he is about to plunge into the water, Sleepwalker comes out of no where and grabs Spidey in mid-air.
On the ship, Spider-Man and Sleepwalker fight together to take on the group of robbers. As they are fighting, the leader, Carmela, phones in to Crimewave who is waiting at a nearby dock for the ship to come in. He tells her to keep making their way to him and that he has a surprise for the heroes. On arrival Carmela sees just what Crimewave has in store. He is standing on the docks with a bazooka aimed right at the ship. Carmela yells for everyone to abandon ship and as everyone jumps into the water, Crimewave shoots and blows up the yacht. Floating in the river Crimewave spots Spider-Man's body and tells Carmela to fish him out.
Later at the crime lord meeting as Kingpin shows up, Crimewave starts kissing his butt, only to find the Kingpin enraged, revealing that he owned the ship that Crimewave blew up. Crimewave is obviously sorry for what happened, but he isn't afraid of Kingpin's wrath just yet. He still has something left up his sleeve, the body of Spider-Man wrapped up in chains.