Spider-Man becomes a teacher for super hero-in-training Chili Storm... the Lynx! But is it all a publicity stunt for her modeling career, and what happens when the deadly Scorpion crashes class?
The Blonde Phantom asks Spider-Man to mentor professional model Chili Lynx, "The Lynx," as a superhero. Chili is more comfortable walking the catwalk than running along rooftops, however, and they soon find themselves in a cab. Spidey complains that being stuck in a cab, they'll never find any problems to solve. As luck has it, the cabdriver's radio broadcasts information about a nearby fire, vindicating Chili. They go to the fire. Spidey gets the firemen to help him get inside, where he rescues a man. He gets downstairs to find the Lynx trying to help an overweight woman, but she is too heavy. Spidey can lift her no problem, however, and they all get out safely.
Later on, Pete explains to Chat that the fire was started by the Scorpion, who has been setting up distractions while he robs other places. The he shows her a copy of Chili's magazine, which is running a comic series dramatizing her adventures as the Lynx. The story is very different from the actual events, however, setting Chili up as the main hero and Spider-Man as a bumbler.
Pete confronts Chili with the story, and she apologizes, saying they can do better in future comics. But Peter doesn't care about that, he just thinks she's just too much of a dilettante and is going to get someone hurt. Once again, however, Chili's instincts prove correct, as the cab driver from before runs up with news of a new crime by the Scorpion.
Meanwhile, Captain Stacy confronts Gwen about Carter, showing her police files on the Torinos. Gwen is starting to see his point of view but is conflicted.
Spider-Man battles the Scorpion, but he's tough. The Lynx is just standing by, since she has no powers and has no idea what to do. After Pete is knocked down for the count, however, Chili gets up her nerve and tells the Scorpion she thought she knew what it was like to be scared, having faced fashion critics before. But now she realizes what true evil is.
We now cut to another comic in Chili's magazine about the Lynx. It shows her talking to the Scorpion, distracting him, giving Peter time to recover, after which he clocks the Scorpion and knocks him down. Chili has now realized the true stakes in the superhero game. Chat, who has been reading the comic, asks Pete if the comic was more accurate this time. He says it was, mostly. Especially the part where the Scorpion was distracted by "the supermodel girl that was standing in front of him in a cute superhero outfit!" Chat is not amused and thinks Pete may have been a bit distracted by her himself, making the whole scene a fairly close parallel to issue 5, in which Emma Frost distracts Doc Ock so Spider-Man can knock him out, then kisses Peter on the cheek, later arousing Chat's ire.