Catwoman and the Sandman have teamed up, and they're after the fortunes of J. Pauline Spaghetti, a rich insomniac. Catwoman pulls a publicity stunt, getting the Sandman (under the guise of "Dr. Somnambula") an invitation to Spaghetti's penthouse - and her financial records. Batman and Robin investigate the situation, but soon find themselves trapped by the criminals.

Though Batman escapes the Sandman's trap, Robin is left to wander in a deadly maze. A clue leads Batman to Catwoman's lair, where he informs her of Sandman's plans to elope with J. Pauline Spaghetti and keep her fortunes to himself. Enraged by the Sandman's trickery, Catwoman sets out after him. Batman, with the now-rescued Robin, also follows, and the group meet up at Spaghetti's old deserted pasta factory.