Mr. Petty and his Living Brain robot visit Midtown High School. During the excitement, Flash shoves Peter and breaks his glasses. Challenged to present a problem for the Living Brain, the students ask it to solve Spider-Man's secret identity. The Living Brain presents a mathematical equation that Peter is asked to decode. When Flash tries to take the paper from Peter they scuffle and Mr. Warren suggests that they settle their differences in the school boxing ring. They agree and Peter manages to knock Flash out with one punch, although the other students believe Peter cheated. Meanwhile, the two technicians charged with aiding Mr. Petty try to steal the Living Brain and accidentally activate it The Living Brain goes on a rampage, forcing Peter to become Spider-Man to stop it The two technicians run into a still-dazed Flash who is credited as a hero for tripping them. Peter suggests that Flash is really Spider-Man, half-convincing his classmates, then uses the confusion to depart with and destroy the Living Brain's paper, just in case it correctly solved his identity.