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Jack sits in his hideout pleased with his actions so far. He continues to talk to an empty Mysterio costume, explaining that he's going to drive his victims insane as payback for their mistreatment.

We switch to Peter Parker who is looking into the crib of his daughter. Mary Jane is uneasy at Peter's behavior; it's like he's never seen his child before. Peter doesn't care, he's happy. At this point Aunt May enters and informs him that Dr. Octopus is on a rampage and she wants Spider-Man to stop him. She pushes him toward his costume and instructs him to change, emphasizing the need to wear the "thermal padded" one because it's chilly.

He leaves the penthouse and quickly finds Doc Ock. The caption boxes reveal that his family life is perfect. Professionally he is a successful biochemist, working with his best friend Harry Osborn. And to top it off, Spider-Man has finally received the recognition he deserves. He is completely content with his life, yet something feels wrong.

Little does he realize that he, Daredevil, and Joe are actually inside some type of glass tanks completely submerged in water. They are wearing a high-tech helmet that covers their eyes and ears. They do not seem to have a breathing apparatus with them in the tank. Betty has not been placed in a tanks, she is roaming free around Mad Jack's hideout wondering what's happening and who's responsible for their abduction.

Mysterio appears and explains that they are in his "happy tanks" complete with custom hallucinogens that create an ideal world for each of them. He then lashes out at her for exploiting his career.

We pull back to reveal Mad Jack and Jonah watching this event on a large monitor. Jack confesses that the Mysterio they're watching is a highly advanced automaton. Jonah isn't sure whether or not to believe him; he's been playing games since the beginning. Jack removes his pumpkin-shaped helmet to reveal the face of Daniel Burkhart, the second Mysterio. He explains how Jonah ruined his life when he hired him to capture Spider-Man the first time Quentin Beck faked his death. He then takes Jonah through a very elaborate illusion in which he (Jonah) is a golf ball and Berkart is the golfer. He explains that this setback forced him to study Beck and his methods and is now able to surpass him. This is a lie as well; the real Mad Jack is watching these events in a separate room. He muses that old super-villains never die; they all get recycled, eventually.

We are then shown Daredevil's perfect world. In it he's fighting some of his lesser known rogues: The Feral Four (Ape-Man, Frog-Man, Bird-Man, and Cat-Man). After knocking them out and leaving them for the police, he returns to the law office he shares with Foggy Nelson and Karen Page. Simply mentioning Karen's name gives him an odd feeling he can't explain.

Eventually both heroes realize something is wrong. They fight off the effects of Mad Jack's "happy bath" and break out of the tanks along with Joe. Much to their dismay, their respective powers have been neutralized. Despite their disadvantage, they try to leave the complex.

They encounter Mysterio as they leave. Spider-Man attacks him, demanding answers. He's surpised to discover that Mad Jack has placed Jonah in a Mysterio costume. Jonah is - of course - threatening to sue him.

Jack decides to bring the curtain down on the heroes and conjures up illusions of their most deadly villains surrounding them.

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