Meanwhile, Aunt May faced off against what she believed was a Ben Parker imposter, unaware that she was dismissing a genuine version of her beloved Ben, plucked out of an alternate reality. After encountering a bum in an alley, it appeared as if Ben totally flipped his lid and, in order to remain in this reality, blew away a future Spider-Man from the year 2211. Then again, looks can be deceiving.

Still bewildered over the encounter with the alternate Uncle Ben, Peter now finds himself facing an entirely new situation at the school where he teaches.

ACT 1: Francis Klum, a mutant with the ability to teleport (ΰ la Nightcrawler), and who was last seen in Spider-Man-Black Cat: The Evil that Men Do miniseries, is suiting up in the Mysterio costume he acquired at the end of the aforementioned issue. As he talks to himself – a clichι when it comes to super-villains – it is revealed that he is seeking revenge on Spider-Man for what happened to his older late brother. And now that Spider-Man has revealed his secret identity – Peter Parker – he knows exactly where to attack him; at his place of employment: Midtown High School. As Mysterio continues ranting, he is unaware that his actions are being filmed by a small camera hidden on a nearby guillotine and transmitted to someone else in a monitoring room.

ACT 2: Peter is making his way through a thick crowd of reporters that have assembled in front of the steps leading into Midtown High School. Peter is bombarded with questions ranging from the obvious – whether his presence at the school endangers the lives of the students – to the ridiculous – whether he wears boxers or briefs. Ticked off, Peter leaps several feet, climbs the side of the building and enters the school through the rooftop access. Walking towards his classroom, Peter runs into one of his students, named Jeremy, who is sporting a massive black eye behind his nerdy glasses. When Peter asks Jeremy to explain how that happened, Jeremy reveals that it happened during a game of dodge ball in gym. Peter can relate all too well with him, as he too was once the victim of a dodge ball to the head courtesy of Flash Thompson, who coincidently happens to be the school's gym teacher.

ACT 4: Peter heads over to the gymnasium to have a talk with Flash. Arrogant as ever, Flash first tells Peter that he does not believe one second that he is Spider-Man, and reasons that Spidey is pretending to be Peter Parker only so the government gets off his back (i.e. because of the Registration Act, as seen in the Civil War miniseries). Peter could care less about what Flash believes in and asks that he just tone down the violence level in future dodge ball games. Flash comments that only wimps get hurt while playing dodge ball, which is something Peter should know about. Flash then throws a ball at Peter, taunting him to play him. Sighing, Peter reluctantly agrees to play him and proceeds to throw the ball back to him with very little strength behind it. Flash laughs at Peter's pathetic throw and tells him that he'll show him how it's done, just like the old days. Flash throws the ball at Peter with all his might. As it soars towards him, Peter recalls how Flash hurt him years ago during a game a dodge ball. Anger raging inside him, Peter leaps up and kicks the ball back at Flash, hitting him in the face and knocking him out.

ACT 5: When Flash regains consciousness, he sees one familiar face – the school principal – and another not so familiar – Miss Arrow, the new school nurse. The nurse tells Flash that they need to get back to the office to put some ice on "those". As Flash asks the nurse what she means by that, the reader gets a first glimpse at Flash's face; he is sporting not one but two black eyes.

ACT 6: At Avengers Tower, Mary Jane gets a phone call from Peter, who informs her that he has to meet with the principal to discuss the "incident" with Flash. Standing behind MJ, Aunt May asks what happened. When MJ tells Aunt May about what happened, Aunt May uncharacteristically comments that he probably had it coming (because of the whole thing about how Flash used to be his friend but is now back at being like he was in high school).

ACT 7: After hanging up with MJ, Peter is asked into the principal's office. Peter tells Roger that he'll apologize to Flash if he needs him to. Roger replies that Peter ought only to apologize if his conscience compels him to do so and comments that Flash got what he asked for by challenging Spider-Man. Peter tells Roger that the "Spider-Man thing" is the problem and Roger concurs that, to a certain extent, it is. Roger goes on explaining that parents are putting a lot of pressure on him to terminate his employment; however, being a huge fan of Spider-Man, Roger is disinclined to penalize Peter because he spends his life risking his neck while helping people. Roger then tells Peter that "he's got his back", no matter how much parents complain, no matter how much pressure. Though grateful, Peter replies that he's decided to resign and that, if it's all right with him, he'd like to at least finish out the day so he doesn't leave his students in the lurch. Roger supports Peter's decision and tells him that if he ever changes his mind, he is welcomed back any time. Peter thanks him appreciatively.

ACT 8: Later that day, Peter is teaching about global warming to the students of the ecology club. The students are frustrated with Peter's decision to leave because he won't be there to help them finish their project on global warming. They feel Peter is "dumping" them. Peter tries to argue his reasoning for quitting when his spider-sense suddenly kicks in, just as darkness seems to engulf the classroom.

ACT 9: At the nursing station, Flash Thompson is being fixed up by nurse Arrow and seems to be developing a crush on her. Suddenly, darkness envelops the room they are in, just as it did in Peter's classroom.

ACT 10: Outside the school, the crowd assembled on the front steps is livid. Some kind of mysterious cloud of absolute darkness has enveloped the building and parents are concerned about the well being of the kids that remain inside. Suddenly however, they all start to lose consciousness and fall to the ground, one after the other.

ACT 11: Inside the school, a voice is heard on the intercom. It tells those that are still inside that the school is now a "big old haunted house", where ghosts and goblins hold sway and just about anything can happen. It then explains that all windows are wired to bombs so any attempts to escape out a window are pointless. When one of the students asks what they are going to do, another voice answers him; that of Spider-Man. Spidey tells the students to stay close to him and they'll get out of there. Suddenly, the lights go out in the classroom. Spidey tells them not to worry but the kids are visibly scared. One of them asks who is doing this to which Spidey replies that he is not entirely sure who is doing it, though the voice on the intercom sounded familiar, albeit seemingly filtered through some sort of electronic device. As Spidey begins to crawl (on the ceiling) along a hallway, he again tells the kids not to worry, as he's been in tons of situations just like this one. When he asks them if they trust him, he gets no answer. Only then does he realize that the kids have all disappeared.

ACT 12: Elsewhere, the kids are following whom they believe to be Spider-Man, when one of them realizes that he is not leading them towards the front entrance. When he goes to say something to him, the latter disappears out of thin air and Mysterio materializes in front of them, uttering the word "Boo". Frightened, the kids start to scream at the top of their lungs. Just then, Flash Thompson and Nurse Arrow arrive on the scene and try to calm them down. The kids tell them that they saw a weird guy down the hallway but when they point out where he was standing mere seconds ago, there is nothing but an empty hallway staring back at them. "He was right there!", one of them exclaims.

ACT 13: Meanwhile, in the school auditorium, Mysterio is pleased and gloating that everything is going exactly as planned. It is revealed that he used a holoprojection of Spider-Man to lure the children off into a completely different direction, causing everyone to roam around in the darkness. Suddenly, a pink mist engulfs him and a voice is heard, telling him that he (the person behind the voice) is sick of listening to him declaiming himself. Mysterio turns around and is totally stunned when the person behind the voice reveals himself: the original Mysterio (or is it?).

To be continued.