Peter was shocked to learn that the city's new tormentor was actually Aunt May's kidnapper. But now that he knew, he continued his research. He couldn't find anything on his whereabouts, but there was something about Mason building him a device that was used ultrasonic waves to manipulate others' minds.

"I see that Project: Brain turned out well." said Beck as he admired the Living Brain, "How goes Project: Wraith?"

"Everything's in place except for a couple of key elements." said Mason.

"And what are those?"

"One of them is a lunar gemstone."

"Where can I find one?"

"That's the issue. I haven't figured out where the only known one is stored."

"What about the other one?"

"That one is quite simple. This particular one can be found at Bellevue Hospital."

"A hospital?"

"Yes. The patient you'll need to find is Malcolm McBride."

The next day, Spider-Man was on patrol when suddenly he heard civilians running and screaming in terror. Spider-Man didn't have to look hard to see why, for a gigantic Mysterio stormed through the city, making his way to Bellevue. Spider-Man followed and saw Mysterio break into a quarantined room, inside a man who exhibited all the signs of decomposition, but was still very much alive. Spider-Man clearly recognized it as an old foe from years back: Malcolm McBride, aka Carrion. Mysterio sprayed a mist into the room but Spider-Man swung in to try and stop him. However, Spider-Man inexplicably just passed right through him. Spider-Man was confused, but remembered that according to Harry's files Mysterio could alter people's minds using his ultrasonic devices. And now that he thought of that, he remembered seeing slight explosions where the giant footprints were.

"You're not fooling me, Mysterio!" said Spider-Man, "I know that this is all an illusion."

"If this is an illusion," said Mysterio, "then how can I do this?" 'Mysterio' snapped his fingers, causing the ledge beneath Spider-Man's feet to fall off.

"Nothing more than a line of det. cord under the ledge."

"Well if I'm just an illusion, how do you explain McBride's disappearance?"

"The real you kidnapped him under the cover of the smoke."

"You are a clever one, Spider-Man, it is a shame I will have to waste you."

"Trust me, you won't."

"Oh, I will. Look behind you." Spider-Man looked behind him and saw the Living Brain approaching him, his new sharp claws making grabbing motions. Spider-Man shot webs at it, but it just cut through. Spider-Man tried to kick it, but the Brain was able to anticipate that and throw him off, the claws leaving marks on his leg. Spider-Man knew that there was no point in this since Mysterio had already fled the scene and the Brain was just a tool to kill him, so he made a hasty retreat, but not before picking up a computer chip that fell off the Brain from some of the physical shock it experienced.