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In the previous issue, Spider-man had tracked the masked menace known as Mysterio, to the Osborn Studios. And things had gone wrong for him. Mysterio had given him the slip and managed to change into superhero mode.

Now Spider-man is trapped in a virtual reality room, his Spider-sense going berserk and him being continuously clobbered by Mysterio. But suddenly, Peter gets an idea. His spider-sense is being triggered by the spider-tracer he planted on Mysterio. He punches in the opposite direction of the illusion of Mysterio and hits the real Mysterio. But Mysterio is not outdone. He tells Spider-man that he has framed him for all the crimes he has committed himself. Then he pours a gas and starts to disappear. But Spider-man is ready for him. He smashes Mysterio's visor and reveals him as Quintin Beck. Spider-man had turned on the intercom in the room, so all of his conversation with Mysterio has been recorded. Norman Osborn comes and greets Spider-man, saying that he offers him the chance to act in a movie.

Peter comes back to J.Jonah Jameson, without photos as usual, and tells him that this new proposition for Spider-man could turn out to be a big photo opportunity for the Daily Bugle. Jameson agrees to send him to the shooting place. He goes back to Aunt May and tells her about his plans. May tells him to be careful.

Spider-man goes with the crew to a desert for the shoot. The crew tell him to run around for them to use special effects. Spider-man suddenly senses danger. He finds himself face to face with the Green Goblin. Spider-man is at a real disadvantage without any place to swing, and so he is suddenly an easy target for the Goblin. Spider-man finds out a cave and goes inside, hoping to escape the Goblin. Goblin comes inside and is attacked by Spider-man. But he manages to throw a smoke bomb and fill the cave with smoke.

Spider-man can sense danger. When the smoke clears, he sees himself facing the Hulk. The Hulk starts smashing, telling Spider-man that he can never be caught. Spider-man somehow manages to dodge his attacks and keep himself on his feet. He punches Hulk once but bruises his knuckles. The Goblin is watching from the sidelines, hoping to observe his enemy's weakness. Spider-man tries a desperate gamble. He makes the Hulk smash a rock-pillar. The whole cave comes down on Hulk's head, but Spider-man manages to get free.

But Spider-man is still not out of danger. The Green Goblin renews his attack on Spider-man. Spider-man manages to latch onto his glider but Goblin turns his webbing into the exhaust gas, burning it and dropping Spider-man into a pond. But suddenly, the Hulk makes his way out of the debris. Green goblin weighs his options and leaves the scene. The Hulk, too waits for a while, but jumps away after seeing a military helicopter.

Spider-man goes back to Norman Osborn, asking for his half a million dollars. He returns empty-handed when Norman shows him the documents telling that Spider-man would get his money only when the film was complete.

Norman Osborn returns to his work in his secret Goblin laboratory. He knows that he must become more powerful in order to defeat Spider-man.

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