Spider-Man faces off against the Master of Illusions himself, Mysterio!
At the start of this issue, Mysterio is gloating over his brilliant scheme to stop Spider-Man, as revenge for stopping Wizard and him (in Amazing Spider-Man Annual #4). Mysterio thinks back as to how he escaped from prison: by going to the infirmary and getting the necessary chemicals that he could then use to escape. He looks at a model carnival, and says how it seems innocent but isn't.
Meanwhile, Peter Parker goes to the Daily Bugle to sell them pictures of the Vulture he took a few issues ago. However, J.Jonah Jameson laughs in his face, since for once a staff photographer was there and he took pictures too, so they don't need Peter's pictures. Jonah is happy for about 30 seconds, before he sees the staff photographer's pictures, which are all really bad.
With no money to pay the rent, Peter has to sell his motorbike. When he steps out of the shop, Mysterio dramatically appears in a puff of smoke. A moment later, he is gone again. Peter is about to go change to Spider-Man, but realises that he shouldn't bother, since no one's in trouble and he'll just get hurt. In a grate below the street, Mysterio wonders why Spider-Man didn't appear.
Peter goes to visit Aunt May, who he hasn't seen in a while. When he gets there, he hears her scream, and rushes in. Mysterio has broken into all the TV stations and is threatening to destroy the city if Spider-Man doesn't fight him. Peter has no choice but to change to Spider-Man and fight Mysterio, at an abandoned TV studio where they first fought.
Mysterio and Spider-Man battle for a short while, before Spider-Man is shot with some kind of laser. He is knocked out for a while, and when he wakes up, he appears to be on the model carnival, having been shrunk to six inches tall!