Spider-Man has just been senselessly beaten by the Kingpin, who has left Spider-Man to his fate, having given up his life of crime for his wife Vanessa. The police find Spider-Man and bring him to a hospital, where a doctor treats him and makes sure that nobody unmasks the wall-crawler.
While at the Restwell Retirement home, Dr. Reinhardt revels himself as the original Mysterio, and reveals to the Burglar that he faked his own death to operate in more subtle fraudulent ways, and that the his role as administrator of Restwell allowed him to swindle the elderly that he cared for out of their valuables. Hoping to get this treasure the Burglar has been trying to find, Mystery turns his illusion casting powers on the man, knocking him out and tying him up in the boiler room of the retirement home.

While back at the hospital, Spider-Man revives and leaves in spite of the doctors orders to stay and get more treatment for his now-broken arm he speeds off for the Restwell Retirement Home, and soon finds himself victim to Mysterio's illusions which now appear more elaborate than ever. While at the Daily Bugle, J. Jonah Jameson has become even more irrational. When Marla Madison tries to talk sense into Jonah. Jameson then enters the board room where an investors meeting is happening. When the other shareholders of the Bugle question Jameson's recent decisions as editor, Jameson loses his temper and his fury causes a total nervous breakdown and he faints to the floor.

Back at the Restwell Retirement Home, Spider-Man finally tackles Mysterio one-on-one, however he finds that his foe's new hypnosis based illusions and is easily knocked out by his long time foe. Reviving, Spider-Man has found that Mysterio has chained him to the bottom of the facilities wading pool. Mysterio then begins to fill the pool with water, gloating over how his old nemesis will helplessly drown.

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