As a new day dawns so does a tired and beaten web spinner.

"Ughhh what a night. Nothing seems broken, just bruised real good."

After a quick shower and some of Aunt May's world famous wheat cakes Peter leaves Stark Towers as the ever Sensational Spider-Man.

"I've gotta get to the bottom of this Mysterio stuff. Obviously he's back to his old tricks, and obviously I'm the target. The only problem is the last illusion seemed more vivid than any of Misty's old ones. I could literally smell the diesel. His illusions have always been good, but not that good. I wonder exactly what that gas did to me if anyhting. I haven't felt different and my spider-sense is still active." Peter thinks to himself.

As Spider-Man's face is caressed by the cool breeze he begins to hear a faint scream in the distance. Propelling himself off his web-line Spidey does a complete 180° turn and shoots out another web-line and streaks toward the scream. As Spidey approaches the scream he notices three assailants surrounding a woman. Spidey quickly flips onto the wall in the alley.

"Hey now, three against one that's not playing fair!" Spider-Man exclaims.

All three gunmen raise their guns, but Spidey notices that his spider-sense is warning him of one shooter and the woman. Quickly flipping off the side off the building and knocking out the gunmen with a kick, he lands in front of the woman.

"Spider-sense is going nuts." Spider-Man thinks to himself.

Ignoring his spider-sense, Spider-Man reaches out towards the woman, but the women shoots out a colorless gas from her shirt pin right in Spidey's face. Acting fast, Spider-Man lets his spider senses guide him and hits the woman with a spider-tracer. When Spider-Man looks up the woman is gone, but remnants of mist are still visible in the air.

"Mysterio no doubt, but now that he's tagged, he's as good as bagged. Oh God I make an awful poet." Spidey jokingly thinks.

Shooting a web at the side of the building Spider-Man swings out of the alley, and curves back on to the outside wall facing the bustling street. Following his spider-sense Spider-Man quickly catches a speeding sedan a few short meters away. Quickly double flipping off the wall he shoots a web onto a street lamp. Then kicks his legs forward in mid-swing, flips backwards, shoots two web strands from his wrists, and slingshot's himself after the car.

At that moment in a warehouse on Park Slope 2nd Avenue in Brooklyn a maniacal laughter is heard by five somewhat scared prisoners.

"That's right Spider-Fool follow the bait." Mysterio says.

"Follow the bait?" Simon whispers.

Stepping out of a room Mysterio comes out looks the general up and down, and walks back into the room. After he enters the room three vents open and the men are put to sleep again.

"This holo-program of the general will work perfectly to assess the current situation of my plan."

At that moment while Spider-Man is swinging after the speeding car, the car comes to a screeching halt. Before Spidey can even catch up another motorist swerves and hits the sedan, and flies through the air. Before it hits the ground it is caught by a web net constructed by Spidey.

"Thanks for wreckin' my car ya web-slingin' manic!" the motorist yells.

"No problem, and because you're so nice I won't even charge you for it." Spidey says while jumping off after the car.

Just as Spidey leaps over a semi-truck he sees the missing General screaming for help.

"Holy! He must have jumped out when the car stopped. I've gotta get him out of harm's way."

Quickly dropping off his web line Spider-Man descends to the ground, rolls onto the ground, plants his feet, jumps, catching the General in his arms, and lands a little roughly on the sidewalk.

"Ha you've wasted valuable time you idiotic arachnid!" the General laughs.

Spidey quickly jumps to a high vantage point looking for the sedan.

"Tricked again!" Spidey angrily thinks.

He quickly swings off searching for the car, and his spider-sense quickly picks up his spider-tracer's signal.

Meanwhile back at the warehouse Mysterio is watching intently.

"So he's placed a spider-tracker on the robot. It's just as well once he gets here he's in for the shock of his puny little LIFE!" Mysterio yells while laughing.

After a few minutes the sedan quickly veers onto the Williamsburg Bridge. Right after getting off, the car pulls into an alley and is lost from Spider-Man's view point.

"Great now where'd that wanna be Michael Andretti get to?" Spidey says.

Just then two black sedans peel out from two different alleys.

"Same old tricks ehh Misty. Wait just a sec my spider senses can't discern which is which. Great! Just great! Wait a sec."

Spidey quickly leaps of his perch and web swings to the middle of each car.

At that moment in the warehouse,

"What's he doing now?" Mysterio ponders.

Spidey quickly flips off his web line and shoots two web balls at the cars. The one on his left sticks while the other phases through the car.

"Nice try Mysterio, but not good enough!" Spidey laughs to himself.

Quickly hopping onto the car's hood Spider-Man holds on, but feels an electric surge run through its roof. Spider-Man is thrown of the car, but quickly regains his composure. When Spidey alights to the ground he shoots two web strands at the car's rear axle, jumps to his left, twirls around a lamp post, and ties the two strands onto the lamp post. Just as Spidey looks up the rear axle is torn off, and the car comes to a grinding halt. While executing a triple somersault Spider-Man sees the woman run out of the car and into the adjacent warehouse.

"Man she just will not give up! Something tells me I'm going to be facing trouble with a capital M, and that means Mysterio. Better set up my automatic camera, it won't hurt to make a few bucks after all of this."

As Spider-Man cautiously enters the warehouse he flips backwards onto the over hang above the door opening, and webs his camera in place. As he flips onto the ground he notices two forms emerging from the shadows. His eyes open wide beneath his mask and he gasps for air.

"Gwen! Captain Stacy!" Spider-Man says with a wavering voice.

But before Peter can move a muscle, Captain Stacy's face changes into Doctor Otto Octavius, four metallic tentacles grow out of him, and each one lunges for Spider-Man.

Instinctively Spider-Man dodges the attacks. Just then Gwen Stacy's laughs and morphs into the Scorpion. The Scorpion's tail raises and fires an acid shot at Spidey which he narrowly avoids. Spider-Man lands on a wall, and just as he gets his bearings four tentacles lash out. One aiming at his head, the other his waist, and the other two at his feet. He bends, twists, and turns in mid-air and avoids the tentacles, but he notices that another acid spray has been fired by the Scorpion, and he misses the blast, but slams into the ground.

"Excellent Spider-Man is unconscious." Mysterio says to himself.

"You murdered him you monster!" Paul shouts.

"Ha murdered! Merely incapacitated him you fool. Soon he will be punished for the years of humiliation and defeat he has handed to me, but first I will give him the pleasure of seeing an old friend hahahaha." Mysterio says as he continues to drag Spider-Man off.

"Old friend." an officer asks.

Several hours pass. Spider-Man slowly regains consciousness, and notices that he is unable to move.

"Those titanium alloy shackles should keep you busy for a while!"

As Spider-Man struggles, Mysterio turns towards Spider-Man with a solidified confident stature.

"For years now Spider-Man you've humiliated me, patronized me, and worst of all always managed to best my wits! This I swear, even if you beat me I will have the last laugh!" Mysterio sternly says.

"Berkhart you're a joke! You haven't managed to beat me before, and you definitely won't win this time!"

"You're right Spider-Man, hahaha, Berkhart is a joke! He is nothing, not fit to even bear the mantle of Mysterio!"

"What are you babbling about dome head!" Spidey frustratingly asks.

"Since I know your petty insults and mind games are designed to buy you time, I'll make this short and oh so sweet."

Mysterio walks towards Spider-Man, stands right in front of him and begins to remove his helmet.

"No, no, no! Yyyou. It can't be you! Daredevil saw you die. He witnessed you kill yourself."

"I told you I'd have the last laugh this time Spider-Man. Quentin Beck is and always was alive! You played quite the fool Spider-Man! Surely you didn't believe your old friend could actually die." Mysterio said while laughing maniacally.

"But if you've been alive all this time why did you send Berkhart to try and kill me. Wouldn't that put a little hitch in your plan to get revenge on me?" Spidey asked surprised and shocked.

"Oh Spider-Man have you know memory of all the times I've 'died' and come back. See, if you can wrap your tiny spider brain around this! At the time of my so called 'death' you were two. One being you the other the clone, but at that time you were unsure as to who was who. So was I. So I decided to wait and see who each of you were. I made the decision to stage my death do to cancer, and Daredevil was a planned choice because of your frequent alliances with him."

"Wait one minute Misty if you didn't die how did the coroner, and police identify you using fingerprint analysis and finding terminal cancer in you. Spider-Man bewilderedly asked.

"Quite simple, I made my most advance cyborg. A near perfect copy of me. An Organo-metallic robot. I synthesized some cancerous tissue and placed it within the body. Quite simply from there I planted my prints, and used a small holo cube to simulate my innards. From there I supplied Berkhart with newer technology to fight the new Spider-Man. I considered reclaiming my title, but as you know the Green Goblin soon revealed the true you. So I've been planing this day and using Berkhart as an assessing tool to be sure it is you!

The braking of cuffs is heard by both villain and hero. Quentin Beck quickly puts his helmet on and readies himself for Spider-Man.

"Alright, you've humiliated me, kidnaped several people, placed innocent people in danger, stolen new useful technology, and well I'll throw humiliated me in there again, cause that really ticks me off. Now I'm taking you down." Spider-Man assertively states.

"Ah, ah, ah", Mysterio continues waving his finger at our hero, "Attack me and the hostages die!"

"There just more of your illusions Mysterio!"

"Are they really? Are you really willing to chance it?" Mysterio taunts.

Spider-Man is motionless, a million thoughts and strategies racing through his head.

"Well Web-Head what's your move? Attack or risk the death of innocents?"

"You win Mysterio. What do you want?" Spidey depressingly asks.

"I want you beaten, humiliated, and, bowing at my feat!" Mysterio demanded.

Suddenly shackles attach to Spider-Man's feet, and hands and electrocute him. Spider-Man falls, but notices some of his hair standing up on the back of his neck, and a familiar tingling return.

"Thank you spider-sense. Now spider strength don't fail me now!" Spidey thinks to himself while beginning to smile under his mask.

Spider-Man peers upward toward the monitor, and notices something quite unsettling about the hostages and the gun men. The hostages are asleep and the gun men haven't moved. Spider-Man quickly shatters the shackles jumps up and flips over Mysterio.

"Stop our I will kill them!" Mysterio shouts.

"Give me a break Beck. You know and I know there illusions!"

Quickly dashing towards Mysterio Spider-Man lunges out with a punch, but Mysterio evades it just in time. Mysterio quickly throws down a holo cube and creates a wild jungle around the room. He also utilizes the nannities in Spider-Man to create animals.

"Nice try, but this time I have the advantage! My spider-sense is back and I know these are fake!" Spidey says.

"Blast you! I still can defeat you!" Mysterio grabs Spidey from behind and keeps him in a choke hold. Spider-Man pries the arm off his throat and throws him across the room. He shoots two web lines at him, but Mysterio dissolves them with his palms. Using his spring boots he jumps up in the air and attempts a drop kick. Easily avoiding the attempt, Spider-Man shoots a web on his back and yanks him down to the ground. He dashes toward Mysterio and shatters his helmet.

"All right Beck, you did surprise me, but that doesn't mean you'll beat me!" Spider-Man asserts

As Spider-Man is about to make a final blow a hand grabs his fist and pulls his arm around. Looking behind him he sees a black suited gun man. Thinking quickly Spider-Man flips up into the air, spins the gun man around, and lands on top of him on the ground. The robot is shattered, but the room is filled with a green gas.

"Back to your old tricks eh Misty?"

Mysterio eyes Spider-Man through his smokescreen and lunges to punch him, but Spider-Man keenly reacts to his spider-sense, and throws him over him and onto his back. Mysterio shatters.

"ARGHHHH a robot. Mysterio must have gotten away!"

Spidey again feels a familiar tingle and instinctively turns around and swings at the mist. Contact! Spidey hears a thud and sees Quentin Beck on the ground out cold. He dashes out the door and sees the hostages are safe. Quickly running back into the previous room he webs up Mysterio and tries to find a mask seam around his neck.

"Whoa, this really is Beck. He did get the last laugh in a sense. I can't believe he's actually alive. Aww man how am I going to explain this to the cops!" Quickly stringing up Mysterio Spidey strolls over to the computer console and begins sifting through files.

"Wait a minute, thermodynamic augmentation of the nannities. So that's how he was able to control my senses with them. The thermodynamic reaction provided the nannities with a few hours of energy, and he could remotely control or pre-program them. Man this is advanced stuff. No wonder the military was involved. Well I better collect any left overs, and get this dead weight over to Police Headquarters."

After Spider-Man freed the hostages and the General summoned a task force, Spidey leaps up onto the warehouse over hang and retrieves his camera. After exiting he gives the remaining nannities to Paul and Simon.

"Thank you Spider-Man. I'm so very thankful you were able to salvage these. They'll greatly improve medical care as we know it." Paul said.

"You're lucky they were retrieved or I'd have had you hide in government custody." the General bitterly stated.

"Should we arrest him General. He is a vigilante, and wanted for questioning." The other service men asked.

"Wow! I'm literally swimming in gratitude. Now I know why I pay my taxes." Spidey rolls his eyes underneath his masks.

He steps forward and slings Mysterio over his back and web-swings off into the distance.

"I can't believe I actually met Spider-Man." Paul says.

The Ever Amazing End