Dr. Faustus blows a specialized hallucinogenic smoke at Spider-Man, causing him to imagine his old villains attacking him. Faustus casts them away, ingraining in Spidey’s mind that he and his men are his friends. He convinces Spidey to use his spider-sense to guide them down a booby-trapped under-ground hall. Meanwhile, Mary Jane helps Liz Allan look at wedding dresses while a realtor rents out Aunt May’s old house to a man who vows to possess its secret. Elsewhere, Spidey leads Faustus and his men into the lab storing the antelope flu vaccine that Faustus seeks to taint with a psychogenic hypnotic additive. Spidey, standing under a vent, clears his head and breaks free of Faustus’ control. Faustus tries to escape by hitting Spidey with a full dose of his gas, but Spidey reactivates the hall defenses that knock Faustus out. Spidey leaves him hog-tied for the police.