Meanwhile, Flash Thompson has been endeavoring to get a small group of students to safety, only to be come separated from Miss Arrow, the school nurse.

Miss Arrow, in turn, finds herself confronting yet another Mysterio, this one claiming to be the original Master of Illusion, a.k.a. Quentin Beck, who supposedly died from a self-inflicted gunshot wound. To prove his identity, he removed his helmet – revealing a very dead Beck with half his head shot off!

ACT 1: Flash Thompson and the students accompanying him finally reach the school's front doors. Flash tells them to go through and run as fast as they can, while he goes back in to help Spider-Man. When one of the students points out that Peter Parker and Spider-Man are one and the same, Flash seems to finally acknowledge that fact and embrace the truth. As Flash turns around and heads back down the main corridor, the students exit the school, only to be knocked out by the mysterious greenish gas surrounding the school. Unbeknownst to all of this, Flash continues his journey to find Miss Arrow, the school nurse, and his buddy Spider-Man.

ACT 2: Mysterio-Klum and Mysterio-Berkhart are having a war of words, while Spider-Man and the school's principal, Roger, watch on. Spidey tells Roger to hide in a closet, until he tells him that it is safe to come out, and continues to watch the confrontation. Predictably, a fight erupts between the two Mysterios. The battle is fierce, with neither antagonist ever getting the upper hand.

ACT 3: While this takes place, Miss Arrow confronts Mysterio-Beck, and infers that he is using some kind of trick or illusion to give himself the appearance of having half his head shot off. Mysterio-Beck explains that it is not an illusion and that he was given a second chance at life by certain individuals who felt that he could serve their needs. It is his way of doing his part in the cosmic scheme of things, which is something she should already know. Confused, Miss Arrow replies that she does not know what he is talking about. Somehow, Mysterio-Beck knows that she is lying to him and he proceeds to trap her inside a huge ring of fire he conjures out of thin air. As the flame roar around Miss Arrow, Mysterio-Beck explains that he is playing for his new side and that she is playing for hers. Again, Miss Arrow tells Mysterio that she has no idea what he is talking about. Mysterio replies that she cannot and does not fool him, though she easily could, like so many other self-deluded individuals have. For instance, his two heirs, Mysterio-Klum and Mysterio-Berkhart are battling each other with all the fury they can muster, while Spider-Man watches on, waiting for an opportunity to jump in the mêlée, though he is uncertain about what he will do when that time comes. If his would-be successors put forth as much energy into bettering mankind as they do into trying to destroy each other, humanity might well enter into a golden age. Unfortunately, some lessons simply have to be learned rather than taught.

ACT 4: Despite all his effort, Mysterio-Klum is unable to withstand the fury of his opponent, Mysterio-Berkhart, who sends him crashing to the ground in agony and prepares to deliver the deathblow. Fortunately for Mysterio-Klum, Spidey decides to finally get involved and reluctantly comes to his rescue. Mysterio-Berkhart is not pleased at all with this turn of events, having thought that Spidey would have wanted to side with him to put Mysterio-Klum out of his misery. In the ensuing battle, Spidey makes use of his trusty spider-sense and knocks the lights out of Mysterio-Berkhart. But as soon as Spidey is done doing that, Mysterio-Klum gets back on his two feet and proceeds to telepathically brainwash Spidey into killing himself with a knife that he throws into the ground in front of him. Spidey tries to fight it, but his hand continues to raise the knife closer to his throat. All of a sudden, Flash Thompson appears out of nowhere, he snatches the knife from Spidey, and he proceeds to throw it into Mysterio-Klum's right shoulder, to the utter amazement of both Spidey and Mysterio-Klum. Mysterio-Klum is furious and tells them that he just remote-activated a bomb, which he hid in the basement of the school, near the furnace. They have three minutes to deactivate it or else the entire block will be blown into oblivion. Realizing that Mysterio-Klum is not bluffing, Spidey and Flash abandon the fight and the two of them race down towards the basement, leaving Mysterio-Klum alone to remove the knife from his bleeding shoulder.

ACT 5: In another part of the school, Mysterio-Beck tells Miss Arrow that there is a great game going on, which requires that all pieces be in place, and know their place, because they cannot be wandering off on their own. Miss Arrow asks what he means by that. Mysterio-Beck replies that Peter Parker must not leave the school, because that time has not come yet, and she must work at keeping him there. Mysterio-Beck's superiors want this and he suspects that hers do as well. She again feigns ignorance and asks what he means by "her superiors". Mysterio-Beck tells Miss Arrow that she can continue the charade if that pleases her, but she is to keep Parker at the school. As he disappears into a burst of red flames, he suggests that she play her part, so Parker can play his and so that he too can play his.

ACT 6: Spidey and Flash reach the basement and locate the bomb placed there by Mysterio-Klum. Spidey comments that it does not look too complicated only to be answered by Mysterio-Klum, who tells him that he just made it a bit more challenging. As Spidey turns around to find out what he means by that, he finds Flash hung up to the ceiling from a rope around his neck. Struggling to breath, Flash manages to tell Spidey to leave him and take care of the bomb. But Spidey is quite clever and as he lunges towards the bomb, he also snags a nearby barrel with a web-line and he pulls it underneath Flash to give him enough leverage to be able to breath freely. Seconds later, he's deactivated the bomb with four seconds to spare. As Spidey helps Flash down from the barrel, he calls for Mysterio-Klum to surrender and explains that the cybernetic scrambling circuitry in his costume will block any of his mental commands and any attempts at ambushing him will not work because his spider-sense and on-board tracking sensors will warn him. Flash asks Spidey if he can do all that and Spidey replies that he can’t but Mysterio-Klum does not know that.

ACT 7: One floor above, Mysterio-Klum clutches his bleeding shoulder and enters the library, only to come face-to-face with Miss Arrow. Miss Arrow screams at him to stay away but Mysterio-Klum grabs hold of her wrist and tells her that she is about to become a pawn in a much larger game. Defensively, Miss Arrow slams her right hand (palm first) into his chest. Mysterio seems perturbed by that and he starts to cough blood through is mouth (inside his helmet). As Miss Arrow removes her hand from his chest, it is revealed that she stabbed him with some kind of stinger protruding from her wrist. Mysterio-Klum stumbles to his knees, totally confused and in pain. Stingers now protruding from both her wrists, Miss Arrow prepares to deliver the deathblow but Mysterio-Klum teleports out of there in a hurry before she can finish what she started. Seconds later, Spidey and Flash burst into the library, none the wiser. Her stingers having gone back in, Miss Arrow tells them that Mysterio-Klum tried to attack her but then he collapsed, clutching his bleeding shoulder, and then he just vanished. Both Spidey and Flash buy her story and the three of them make their way outside where the kids are starting to regain consciousness. As Spidey checks up on the kids, Flash gets to kiss a very grateful Miss Arrow, who convinces him to help her find a way to get Peter to stay at Midtown High School. The issue ends with the school principal, still inside his closet, asking if he can get out.

The end...for now.