The New York Library lion statues come to life. Spider-Man smashes them but their pieces keep moving. Spidey then interrupts gunman "Peanuts" Mulroony robbing Tommy & Bev, a young couple. Suddenly the wall he's clinging to becomes a brick giant. Tommy tries to help Spidey, but the giant crushes him. Spidey smashes the giant with a parked car. Pete returns home to MJ. but is inconsolable over Tommy's "death." At ESU, Peter sees Dr. Curt Connors, who is feeling odd, before meeting Anne-Marie and Dr Swann, who still works for ESU but has been stripped of his tenure and privileges. Later, MJ convinces Pete that Spider-Man wasn't responsible for Tommy's "death." Spidey returns to the scene, finds the wall intact, and realizes it was an illusion. He tracks down Mulroony. who rats out Mysterio. At his film studio hideout, Mysterio admits Tommy and Bev were illusions used to shake Spidey's confidence. Spidey smashes Mysterio's power source, knocking him out. Pete assumes Mysterio was behind all the weirdness but elsewhere a building sprouts a mouth and teeth and eats a janitor. Meanwhile, Harry Osborn has Green Goblin nightmares as the Hobgoblin spies on him from outside.

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