At a scientific demonstration, Dr. Norton shows off his latest invention, a diminishing ray capable of shrinking and enlarging any object. Soon however, the janitor announces himself as a super-villain known as the Gadgeteer, and steals the shrinking ray. Since Peter was taking photos of the demonstration, it isn't long before Spidey shows up to try and prevent the device's theft. During their battle, Spider-Man is shrunk down in size to two inches tall, and the Gadgeteer escapes with the ray. Now with a new perspective on the world, and after an encounter with a giant-sized cat, Spidey discovers that the International Inventor's Convention is in town, complete with a new futuristic micro-chip computer on display there, and concludes that the Gadgeteer is certain to show up. Gadgeteer does indeed wish to steal the micro-chip, and shrinks himself to get at it. He encounters Spidey there, and they battle. Afterwards, Spidey discovers that he has shrunk down further in size to only being half an inch tall. Spidey fights further with the Gadgeteer, trying to get access to the diminishing ray before he shrinks to nothing.