* DEATH of "MONOCLE" (Michel Berman)
* Spider-Man appearance

The Human Torch blazes across the night sky en route to the Baxter Building. He burns through the outer wall, deactivates the security systems, and makes for Reed's laboratory. There he burns his way through the vault and steals a secret file on restricted weapons before returning to Security College, where he and his fellow students assemble in the main quadrangle to deliver the fruits of their evening's espionage to the Monocle's henchmen. As the students are sent back to their rooms with no memory of the evening's events, the Monocle promises that soon his master plan will come to fruition. The following day, as he enters the offices of The Daily Globe, Peter Parker muses on working for its proprietor Barney Bushkin. To his surprise Parker will be a salaried employee rather than a humble freelance, and his first assignment is an undercover job taking candid photographs inside Security College. Posing as a new student and armed with fake I.D., Parker bluffs his way past the guards and almost immediately runs into Johnny. Parker confides in Johnny about his real motives for being there, and Johnny agrees not to blow Parker's cover.

Elsewhere the Monocle is under orders from his superiors to quit Security College: his operation has attracted too much attention and The Enclave now has enough information to fulfill their plans. Embittered, The Monocle privately vows to defy their orders. Parker busies himself taking photographs around Campus only to be caught by a guard who promptly destroys his expensive camera. Meanwhile the Monocle ponders the wisdom of his defiance of The Enclave but resigns himself to whatever fate awaits him. As he prepares for the students' nightly brainwashing session, an underling informs him that the newest student (Parker) will not be joining in because his room could not be prepared in time. In his room Parker is alerted to the sound of other students being summoned to do the Monocle's bidding. Realizing he is locked in, he affects an escape through the window and sees Johnny and the other students being loaded onto army trucks. Pursuing as Spider-Man he follows the trucks to an Army base north of campus.

The guards on duty assume the students' presence is just a regular protest, but are soon over-run by them and, worse, come under attack from the Human Torch. As the enslaved students plant explosives around the base, Spider-Man single-handedly rescues the guards from the ensuing explosion. Back at Security College, Spider-Man confronts Johnny with his version of the night's events. Johnny denies any involvement claiming he was asleep at the time, but a quick trip to the photo lab where Spider-Man develops a few shots of the Torch in action convinces Johnny he has been duped. The Monocle meanwhile has learned of Spider-Man's intervention. Worse still, The Enclave has learned of The Monocle's insubordination.

In an act of desperation he sends all the brainwashed students to converge in an angry mob on Johnny's room. The Torch and Spider-Man evade the students and turn their attention to the Monocle, but the villain manages to use his powers to turn Johnny against the webslinger, who restrains Johnny in flame-proof webbing. With Johnny's control over his actions restored, the pair find the Monocle making his escape in a one-man shuttle pod. Johnny pursues but as he does so the Monocle's pod explodes. Somewhere in Europe The Enclave take credit for the sabotage of the Monocle's ship, and further reveal that their plans for world destruction involve their recent captive, Medusa of the Inhumans!

---