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Betty is in a cemetery at her brother Bennet's grave. She is upset and a grey- haired man approaches her. He pricks her with a sharp bit from a ring on his finger but says it is accidental. All of her sudden, her fear disappears and she goes off with him. His name is Alan Fagan. He had been visiting his uncle's grave - Larry Cranston.

In Pete and MJ's apartment, Pete (as Spidey) is posing for some public safety photos with some dummys of firefighters, police officers, etc. A scantily-clad MJ is doing the picture-taking. Pete takes his mask off and, above him through the skylight, Nick Katzenberg takes some pictures of him as Spidey!

Pete's phone rings and it's a distressed Betty asking him to contact Spidey for her. On the roof, Harry interrupts Nick who hits him to the ground and runs off.

In a room somewhere, Betty is hallucinating that Spidey killed Ned and Bennet. A cloaked figure is with her encouraging the dreams. He tells her to kill Spider- Man and gives her a gun. H says his name is “Mister Fear”. MF is a character from the Old Marvel Team-Up 92 who has grudge against Spidey and Hawkeye for defeating him.

Mister Fear has this fear pheromone gas that makes the person who comes into contact with it frightened. Spidey swings into the address Betty gave him on the phone and things appear to go wrong for him (it's actually just the effects of the gas). Mister Fear strikes but Spidey realises what's happening. Betty pulls a gun on him but Spidey talks her around and she fires at Mister Fear.

Elsewhere, Katzenberg develops the picture of Pete taking his Spidey mask off and says he intends to blackmail him.

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