Mysterio has managed to break out of prison and is using his special effects prowess to prepare another plot to get revenge against Spider-Man. Meanwhile, Spidey recovers his clothes and camera left in the debris following his fight with the Vulture. The next day he tries to sell the pictures to Jameson. Furious that Parker "abandoned" him when he was supposed to be taking pictures of Spider-Man's battle with the Vulture, he throws Parker out of the building telling Peter that he doesn't need him to take pictures. However, when he gets the pictures some other photographer took for him of the battle, they are very poorly taken.

Short on money, Peter is forced to sell his motorcycle in order to have money. He then is shocked when he sees Mysterio boldly walking the streets before he vanishes in a wisp of smoke. Shortly he is met by Gwen Stacy who has come to make up with him now that she knows the truth about the Kingpin's control over her father. They run into Harry who is worried about his father Norman who has disappeared. Nobody can figure that Osborn has been hiding out because his Green Goblin persona is returning, as well as his memories of Peter Parker's secret identity.

Going to visit his Aunt May, he bursts in when he hears her cry out. He then sees that she was upset over a Mysterio appearing on television. Mysterio issues a challenge to Spider-Man to meet him to a fight to the finish or he will start destroying the cities bridges. Peter leaves his Aunt and changes into Spider-Man. He then goes to the first place that he fought Mysterio and the two are locked in a battle. During this fight, Spider-Man is knocked out by a blast. When he revives it appears that he has been shrunk down in size and put on the set of a miniature amusement park with a giant Mysterio looming over him.

This story is continued next issue....

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