| Synopsis
| - A pirate masquerade fundraising event takes place. It has been secretly been infiltrated by Mysterio, who plans to steal the real treasure presented at the event. He scares away the guests with his automatons and steals the treasure. However, Spider-Man catches him, and Mysterio is sent back to prison.
After, Mary Jane reveals to Peter that the producers of the film that Quentin Beck worked on as part of the special effects crew want to cast her in the leading role, as former star Miranda Wilson was left deformed after the incident on the Brooklyn Bridge. The rest of the film will be shot at Wonder Studios, Mysterio's former base of operations.
When Mary Jane is getting ready to film at Wonder Studios, she is haunted by an image of her father. As Spider-Man, Peter discovers that she has been lured into a hidden tunnel, which had apparently previously been built by Mysterio. Spider-Man saves Mary Jane from the tunnel, before visiting Beck in prison, suspecting his involvement. Beck denies it, but Spider-Man secretly sticks a Spider-Tracer to him before leaving. However, Beck notices, and uses the battery in the tracer to power one of his holocubes and escape.
When Mary Jane finally begins filming her role in the movie, she becomes trapped in the underground tunnel yet again, and is met by the image of her father. Spider-Man also enters the tunnel again to save her, where he is confronted by Mysterio. Mysterio reveals to Spider-Man that he created the tunnel as part of a plan to destroy him. The Kingpin had funded his automatons, and Mysterio molded their appearance to duplicate those of Spider-Man's enemies. After destroying Mysterio's automatons, Spider-Man is surprised when Mysterio offers to return Mary Jane if he helps him.
Meanwhile, Mary Jane is captured by a deformed Miranda Wilson, who tells her that she plans for them to swap bodies, so that she can take on Mary Jane's beautiful appearance while Mary Jane will be left deformed. However, the experiment doesn't work, and Spider-Man and Mysterio arrive, the latter revealing that the machine was secretly never designed to actually work, since swapping bodies with Mary Jane would be a scientific impossibility. Miranda is devastated, but Quentin tells her that he has fallen in love with her, and wants to be with her just the way she is. Miranda relents, and frees Mary Jane, but doing so overloads the energy source for the complex, which in turn begins to explode. Spider-Man and Mary Jane are able to escape, but Miranda is unable to get out of the machine in time, and Quentin stays with her as the building explodes.
After escaping from Wonder Studios, Spider-Man takes off his mask and reveals his secret identity of Mary Jane.
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