While out joyriding in his Spider-Mobile, Spider-Man attracts the attention of the police and soon finds himself in a chase. When he drives through a mysterious fog, Spider-Man tries to lose the police only to drive his Spider-Mobile into the river. Realizing what Spider-Man had done, the police figure he's either escaped or died and end their chase. Spider-Man survives the crash, however finds his web-shooters are water logged and is forced to hike back to his apartment. As a result, Parker is unable to stay awake during his classes and is once again scolded by his professor, Miles Warren, about his flagging grades.
After class, Peter is greeted by Mary Jane who is out of the hospital following her injuries when they were attacked by the Green Goblin. As the two walk together, Peter thinks about Gwen and his feelings towards his late lover, and his newly emerging feelings for Mary Jane. While elsewhere, J. Jonah Jameson is told that his latest scheme against Spider-Man has just begun.
Later, web-slinging across the city pondering how to recover the Spider-Mobile, he stops for a dinner break (after web-slinging up some poor saps McDonald's.) As he tries to eat, the wall-crawler is suddenly enveloped with a gas, which causes him to fall off the building he's on. Grasping for a fire escape ladder, Spider-Man saves himself from a nasty fall but sprains his arm. in the process. He's then attack by who he thinks is his old foe Mysterio. Mysterio uses a series of illusions (including a truck driving up a wall, and illusions of all his foes) to cause Spider-Man to think he's in peril. He realizes this too late, after he notices that instead of punching his enemies he's really been smashing a brick wall -- and wrecking his web-shooters and cutting up his hands in the process. Mysterio appears once more and tells Spider-Man that this is only the beginning before vanishing into thin air.
Changing back to Peter Parker, Spidey pays a visit to the Bugle where he tells Ned and Betty what had happened, except telling them that he got caught in a fight between Spider-Man and Mysterio. Ned tells him that's not possible, because apparently Mysterio had died in prison a year before.