We open at a meeting of Super-Villains Anonymous, where the Grizzly confesses his latest lapse into crime. He says people used to be afraid of him, but lately he has sunk to luring drunks out of bars by playing children's music, specifically “Teddy Bear's Picnic,” as it makes them sentimental about their childhood and innocence depending upon how intoxicated they are. On one such occasion he lured a bar patron into a nearby alleyway and, after tying him up, took the cash from his wallet and gave it back to him, telling the man he mugged he was going to go get them a pizza.
Once the man leaves, Grizzly hears music coming from up on the roof of a nearby building. As he climbs up, he recognizes the song as “The Itsy Bitsy Spider.” And on the top of the building, we see the Superior Spider-Man attack him. Below, the man Grizzly mugged hears him scream and vows never to drink again. After Grizzly finishes his story (and with Dr. Bong asking if Spider-Man actually killed Grizzly) the Super-Villain's Anonymous leader points out that Grizzly's fear of having a confrontation with Spider-Man didn't matter because it happened anyway, and because he survived it, then maybe he's a little less afraid. Grizzly is about to admit that the group leader may be right, but then hands his head and says he doesn't want to talk any more.
The next villain to share his story is The Looter, who we see is now in a wheelchair, bandaged up, and wearing casts. The Looter talks about how he used to think small when committing a crime, and that he relied to much on his meteor gas-induced strength and agility. Also, every time he got into a fight with Spider-Man, he always thought with his fists instead of his brains. Even worse, was the embarrassment, such as being webbed up by Spidey and hanging upside from a lamppost waiting for the cops to arrive. And when he was in prison, he would always get a lecture from his brother about how he was wasting his life being a criminal when he should be a scientist.
It is after teaming up with the Basilisk during a job for Hydra and being caught by Spidey again that the Looter decided to set out to become a “Superior Looter.” He leaves New York where he traveled the country, learning leadership skills, implementing more technology into his costume, taking down rival criminals and minor superheroes—steps to make himself become more ruthless, cunning, and formidable. After taking down one hero called the Plainsman in St. Louis, the Looter knew he was ready and returned to New York to start his new criminal empire. However, we he learned from the criminals and super-villains that “Spider-Man” had changed and was more dangerous, he realized it was going to take more money to get them on board, thus decided to rob the entire diamond district, thinking he was fully prepared should “Spider-Man” show up. However, when SpOck did, he still managed to savagely beat him, only to become bored because he considers the Looter a “nobody.” Looter pulls a gun on SpOck, saying he's not a nobody and that he won't be webbed up again, to which SpOck beats him up some more and tells him he can “drag himself to the police.” Looter, after getting treated for his injuries, is horrified by how “Spider-Man” has changed, and, after escaping on a subway, vowed never to loot again. He then concludes his story to the Super-villain's Anonymous meeting by saying it's not risking himself telling about how dangerous “Spider-Man” has become, but to beware of the “sadistic creature” inside themselves that tells them to commit crime--“Not the Spider-Man in the suit, but the crazy, violent, out-of-control Spider-Man inside.”
And that's exactly what this issue is: filler. Even worse, this comic is a complete bait-and-switch, and abuses the good will of the loyal readers who made Superior Foes such a success. It's as if Marvel took two stories intended as back-up features for the Superior Spider-Man that they never got around to telling and, realizing the series would soon be over and that there were delays on Superior Foes, decided to just shove him into that comic just to waste some time.
Now, I wouldn't be so mad if these stories were at least a bit interesting or contained some of the wit and charm of an actualSuperior Foes issue, but they don't. Not to mention, both stories are average at best, with equally average artwork, that both essentially tell the same thing: “Spider-Man” is now more “dark” and “violent” and so being a super-villain sucks worse than ever. Which again, doesn't even matter because The Superior Spider-Man was ending and the Amazing Spider-Man was coming back at almost the very same time this issue came out!
This is one of those examples in which a comic really is a complete waste of your time, especially if you're a fan of the Superior Foes, so don't even bother wasting your money on this one and pick up Superior Foes #12 instead. Speaking of which...