Spider-Man swung down to an Auto Repair shop that doubled as a late night Chop Shop. He looked down through the window in the ceiling as Cloak & Dagger arrived. He watched them in the first round of the fight, and joined in the brawl when it looked like the criminals were about to strike Dagger from behind. After the fight Cloak & Dagger revealed that they were on the hunt for drug dealers who had been kidnapping children to experiment on them. The intention was to recreate the effect that caused Cloak & Dagger's mutations and therefore create a personal super-powered army of drug-addicted kids. The Chop Shop was a front for the drugs, and in a room in the back they found the dead body of a girl who had been poisoned by the drug.
Meanwhile, the New Mutants took in the lights & sights of Broadway. They had been to see Cats, and Wolfsbane was shocked to see so many women in such revealing outfits on stage. Despite Cannonball's protests to go straight home Sunspot was determined to see more sights. He dragged the other three into a local video arcade where local youths tried to start a fight with them. The fight soon led to a chase, and they ran out to a deserted railway bridge. There both Sunspot & Wolfsbane were wounded and knocked down on to the tracks under the bridge. Both unconscious, they were carried away by a couple of shadowy figures who had been looking for children with powers. Cannonball and Psyche were left alone to search for their missing friends.
Near Times Square Spider-Man located Cloak & Dagger in their sanctuary talking to Father Delgado. He watched as Dagger cried about how they had both been turned into monsters, and as the two remaining New Mutants arrived. Although he didn't recognise Cannonball or Psyche, Spider-Man recognised the distinctive black & gold uniform that the X-Men used to wear. The two New Mutants stepped into the church for a place to hide & gather their thoughts. Once inside Cloak startled them by teleporting across the church. In a panic Psyche's power kicked in showing an image of Cloak as a demon consumed by his Dark Force powers. Spider-Man entered the church to break up the fight before it turned violent. He smoothed over the introductions and the New Mutants explained how they had lost their friends. Naturally they were alarmed to learn that Wolfsbane & Sunspot might be subjected to the same drug experiments that Cloak & Dagger had gone through. Cloak & Dagger then vanished, leaving Cannonball & Psyche with Spider-Man.
In a meat packing factory a man in a white laboratory coat had Wolfsbane & Sunspot strapped down on a chopping table. Despite the cold dark room and the eerie carcasses hanging all around them Wolfsbane still managed to keep up her fight spirit. Sunspot was soon knocked unconscious at the first sign of a struggle, and Wolfsbane drew blood when she bit the hand of the gang boss. However, they were immediately injected with the drug.
Cannonball came blasting through the factory wall with Psyche, Spider-Man, Cloak & Dagger right behind him. A fight ensured and they quickly disposed of the henchmen. However Wolfsbane & Sunspot began to transform into demonic versions of themselves. Without restraint they fought foe & friend alike.
Wolfsbane lurched at Dagger, biting her in the shoulder. Dagger's light knives appeared to cure Wolfsbane who fell unconscious, but the saliva from her bite was contaminated and therefore had transferred the drug into Dagger's body. Sunspot dived at Cloak to attack him, but fell into his cape instead. Spider-Man and the other three New Mutants watched in horror and caught Sunspot's restored body as he fell back out of Cloak's Dark Force portal.
However Cloak & Dagger's powers had been given an uncontrollable boost. Dagger's light had grown so blinding that they couldn't look at her directly, while Cloak was merely a silhouette of pure black. Both of them reached out to each other, pouring the excess light & dark into each other. The passion of light & dark climaxed and in the aftermath they appeared to be cured, but exhausted.
Still in the cold meat packing factory, Spider-Man consoled his friends. The New Mutants theorised that Cloak & Dagger might be mutants too. Spider-Man intimated that they could join Xavier's School for the Gifted and Cannonball followed it up with an open invitation to join them. Cloak & Dagger appreciated the offer, but ultimately rejected it. They were determined to continue fighting the drug dealers and evil men who would prey on the homeless runaways, and learn to cope with their unique powers on their own. They teleported away, leaving Spider-Man with the New Mutants in the dark warehouse.
Note: A 'Mighty Marvel Bonus Feature' was included in the back of this issue. It was a minor gallery of villains who Spider-Man had fought in previous issues of Marvel Team-Up. These pin-ups featured Arcade, Equinox, The City Stealers, Infinitus and D'Spayre.