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At the start of this issue, Spider-Man is swimming and looking for the Spider-Mobile, which he accidentally drove off a pier last issue. Spider-Man tries to work out what's happening, since he thought it was an alley when he drove down it. He deduces that it was probably an illusion created by Mysterio, whom he fought the previous night, but according to Ned Leeds, Mysterio is dead. Spider-Man then hears footsteps on the pier, and goes up to find Mysterio there. Spider-Man leaps at Mysterio, only to go straight through him, before removing his head, to show that is truly dead. Skeptical, Spider-Man shoots webbing at him, thinking it's an illusion, but upon the webbing covering Mysterio, he disintegrates.

Spider-Man then heads home, and calls Aunt May. Whilst he is talking to her, Mary Jane comes in, and Peter sees Kingpin appear behind her. He instinctively attacks him, before realizing that Mysterio has somehow created the illusion. This causes Aunt May (who hears it over the phone) and Mary Jane to start worrying about Peter.

Meanwhile, J. Jonah Jameson receives another mysterious phone call, like the one he received last issue. Jonah is so pleased by the phone call that he literally jumps for joy. A minute later, Mary Jane and Peter Parker come into the Daily Bugle, and Betty Brant tells Peter that she and Ned Leeds have decided on a date for their wedding. After some talking, Peter and Mary Jane leave, and Peter sees someone in the street. He runs after the mysterious person, believing it to be another of Mysterio's illusions. However, he doesn't catch up to the person, and starts freaking Mary Jane out.

Later, Peter has changed to Spider-Man, and is looking for Mysterio. He's found out that Mysterio put an image-inducer on him during their fight at the docks, which is the reason for seeing Kingpin in his apartment and seeing the mysterious person at the Daily Bugle. Spider-Man traces the signal being transmitted to the image inducer back to Mysterio's hideout, and manages to defeat Mysterio. Upon unmasking him, he finds that it's a different Mysterio to the one he's fought. The new Mysterio reveals himself as Danny Berkhart, who became Mysterio after the first one died. He then explains how some of his gadgets worked, and how he tricked Spider-Man into thinking he was a ghost.

Later, at the Daily Bugle, J. Jonah Jameson receives a phone call from Berkhart, who turns out to be the person who was calling him. Berkhart tells Jameson that if he doesn't get a good lawyer, he'll tell the police that Jameson had hired him to stop Spider-Man, before hanging up. Panicking, Jameson leaves the Daily Bugle, telling Betty Brant that he's going overseas to Paris.

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