Appearing in 1st story
- Spider-Man (Peter Parker) (Main story and flashback)
- Green Goblin (Illusion)
- Kraven the Hunter (Illusion)
- J.J Jameson (Illusion)
- Sandman (Illusion)
- Kingpin (Illusion)
- Doctor Octopus (Illusion)
- Lizard (Illusion)
- Tombstone (Illusion)
- Doctor Doom (Illusion)
- Vulture (Illusion)
- Venom (Illusion)
- Venom Symbiote (Illusion)
- Morlun (Illusion)
- Deadpool/Dr. Frank N Furter (Illusion)
- Deadpork (Illusion)
- Spider-Man (Illusion)
- Mysterio (Photo)
- Avengers (Appears on a computer screen, TV, or hologram only)
- Ryan Reynolds (Mentioned)
- High-Level Security Prison
- Earth-199999 (Appears on a computer screen, TV, or hologram only)
- Earth-13043 (Illusion)
- Spider-Man's Suit
- Deadpool's Suit
- Deadpool's Katanas
- Hypno-Hustler's Goggles
- Doctor Octopus' Tentacles (Illusion)
- Vulture's Wings (Illusion)
- Goblin Armor (Illusion)
Synopsis for 1st story
Spider-Man has just woken up on the floor of a prison, where Deadpool informs him that hhe hypnotized him into breaking Hyno-Hustler out of prison He remembers all the villains that he fought in his dream, and concludes that they were actually security guards, and Spidey wasn't actually dreaming, but he was hypnotized. Spider-Man and Deadpool are inside Hypno-Hustler's cell, with the Hustler rubbing Spidey's face in the fact that he was duped into all this. Deadpool cuts the Hustler free, and they meet the Hustler's roommate, the Tinkerer. The Hustler then reveals to Spidey that he can alter what Spidey sees, which means that, to Spidey, the Hustler is a giant, ripped, killing machine. As Spidey dodges the Hustler's blows, he is just able to dodge when Deadpool fires his guns at Spidey, who escapes the room. Hustler and Deadpool then plan their next move, with Deadpool disliking the Hustler's out-of-date phrases.
Meanwhile, Spidey realizes just how bad the situation is, as illusions of his old foes begin attacking him in one of the prison's hallways. Spidey, in lieu of fighting, learns that the illusions are actually just other inmates, and that they're being controlled by two other inmates in league with the Hustler, the Painter and Boomerang. Elsewhere, the Hustler is monitoring Spidey from the security cameras, while Deadpool checks on Marvel.com to see if he and the Hypno-Hustler made it onto the List of Most Awesome Super-Villain Team-Ups. The Hustler then tells Deadpool that he's going to have to kill Spider-Man if he wants his reward for the job. Deadpool refuses, saying that he was only hired to set Spidey up, not kill him. Not having any other choice, the Hustler begins to hypnotize Deadpool.
Elsewhere, Spidey has just finished wiping the floor with the inmates, when he is suddenly attacked by Deadpool. After a brief fight, Spidey, by chance, snaps DP out of it by saying the code word, "Ryan Reynolds". DP then threatens to kill Spidey. Meanwhile, Hypno-Hustler is packing his bags, and is ready to ditch the prison when DP shows up with Spidey skewered on one of his katanas. As the Hustler approaches to see if it's actually real, Spidey kicks the Hustler in the face. "Spider-Man" takes off his mask, and the Hustler is surprised to see Deadpool's face. Stunned by the fact that they switched costumes, the Hustler is unprepared when Spidey and DP beat him up. As the hero and anti-hero revel in their victory, Spidey takes the time to swipe the Hustler's goggles and hypnotizes Deadpol with them. Spidey then leaves, as the still-hypnotized Deadpool sings while in a locked prison cell.
• Spidey goes from high school to.... prison?!
• Featuring: The single most awesome super villain team-up: Deadpool and Hypno-Hustler!
• Plus: A twisted twist of an ending!
- This issue is reprinted in Spider-Man/Deadpool Vol. 0, Don't Call It A Team-Up.
- Deadpool checks on Marvel.com to see if he and Hypno-Hustler made the list of most awesome Super-Villain Team-Ups. They did not.
- The code word to snap Deadpool out of his hypnotized sate was "Ryan Reynolds."