Spidey saves the Toad from committing suicide and Toad decides to try and become his sidekick. Spidey blows him off until the next day and Toad recruits a gang of thugs to attack Spidey so he can show his worth to the web slinger. Frog-Man gets wise to the plot and shows up to help out. So does the Spider-Kid. Finding a point of commonality amongst themselves (they are, after all, chubby losers with lame powers), Toad, Frog-Man and Spider-Kid decide to become a new super team--the Misfits. Shaking his head in disbelief, Spidey is all too happy to simply walk away from the ludicrous situation.