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Doctor Doom gathers together four pieces of an ancient amulet in order to perform a ritual that will grant him unlimited universal power. Just as the ritual is nearing completion, Spider-Man knocks the amulet from Doom's hands. It falls from the top of the villain's New York mansion and onto the street below. Mr. Frump, a down trodden pessimistic old man, retrieves the amulet and unwittingly gains all of its power. On realizing his newly acquired abilities, Frump begins to use them to his advantage. He starts by radically changing the city to suit his own tastes. Doom, desperate to regain the amulet and claim the power for himself, leads Frump into believing that he is the reason the old man has power, and coaxes him into doing his bidding. During the course of events, the Spider-Friends are turned into stone, robbed of all power and pitted against Ghengis Khan. Doom meanwhile, realizing that his current plan is not achieving the desired result, decides to change his tactics. He teams up with the Spider-Friends and together they convince Frump that he must reenact the ritual in order to keep his power indefinitely. Doom deceives everyone by giving Frump a fake amulet and keeping the real one for himself, thereby ensuring the power will be transferred over to him. Luckily Firestar manages to throw the amulet into the cosmic ray that would ignite it. The amulet is destroyed reverting everything back to normal.