Appearing in 1st story
- Spider-Man (Peter Parker) (Main story and flashforward)
- Johnny Ohnn (Main story and photo in flashforward)
- Kingpin (Wilson Fisk) (Mentioned)
- Power Pack (Mentioned)
- Muppet Babies (Mentioned) (Topical reference)
- Audrey Henning (Only appearance; dies)
- Audrey's husband (First appearance; behind the scenes)
- Grace Henning (Mentioned)
- God (Yahweh) (Invoked)
- Toad (Mortimer Toynbee) (Referenced)
- Kangaroo (Frank Oliver) (Referenced)
- Batroc the Leaper (Georges Batroc) (Referenced)
- Daily Bugle (Named only)
- J. Jonah Jameson (Appears on a computer screen, TV, or hologram only)
- Avengers (Mentioned)
- Mamie Muggins (Voice)
- Ben Parker (Mentioned)
- The Burglar (Mentioned)
Races and Species:
- Humans (Main story and flashforward)
- Klyntar (Main story and flashforward)
- Human-Insect Hybrids
- Cows (Invoked)
- Aliens (Mentioned)
- Angels (Statue)
- Earth (Main story and flashforward)
- United States of America (Main story and flashforward)
- New York (State) (Main story and flashforward)
- New York City (Main story and flashforward)
- M.I.T., Cambridge, Massachusetts (Mentioned)
- New York (State) (Main story and flashforward)
- Caribbean Sea (Mentioned)
- United States of America (Main story and flashforward)
- Hell (Invoked)
- Battleworld (Mentioned)
- Spider-Man's Black Suit (Main story and flashforward)
- Spider-Man: Turn Off the Dark (Topical reference)
- The Scream (First appearance) (Topical reference)
- Black Cat's Suit (Mentioned)
- Web-Shooters (Mentioned)
- Spider-Man's Traditional Red and Blue Suit (Mentioned)
- Secret War (Mentioned)
Synopsis for 1st story
Slumped against his stash of special effects equipment, Mysterio laments his terrible luck, having been on the verge of retirement. Facing him down, Spider-Man tells him to get up since he's not about to just punch a guy who's just lying on the ground. Relieved, Mysterio remains slumped on the ground, but as Spider-Man says he's going back to prison he regains the will to fight... only to promptly regret this as he's snared by a web-line and slung across the room, smashing into a table and scattering its contents. As he struggles to pick himself up, he sees a framed photo of his college days at M.I.T, standing next to a man named Johnny Ohnn.
A few days earlier, Quentin Beck meets with his old college roommate Johnny, now a scientist in the employ of Wilson Fisk, to ask for his help pulling off a heist. Johnny refuses and teases Beck over his B-list supervillain status as Mysterio, quipping that he always loses to Spider-Man and would probably lose to the Power Pack too. Growing serious, Johnny asks Beck if he's killed anyone, stating that people respect and fear the Kingpin because they know he has a total disregard for human life. Annoyed and put-off, Beck grumbles that he's killed so many people he's lost count, but Johnny retorts that he's always been a terrible actor. Beck explains that he plans to pull a heist on the Sun Trust Bank to steal the bearer bonds of an up-and-coming movie studio. Johnny remarks that a bank robbery is low-brow even for him, but Beck states that he'll make enough money off it to buy his own island and pay people to kill Spider-Man for him. Declining to join Beck, Johnny nevertheless wishes his old friend good luck, Beck replying that he makes his own luck.
The next day at the Sun Trust Bank, receptionist Audrey Henning receives a strange package and calls her husband to ask if he sent it. Opening it to find a gas mask and a note instructing her to put it on, she looks up to see the room flooding with florescent green knockout gas. She quickly puts on the mask as Mysterio emerges from the smoke, stammering that she has a husband and young daughter. Mysterio tells her that she won't be harmed if she obeys him and opens the vault. When Audrey asks who he is, Mysterio booms that he's her worst nightmare, only confusing her when she says her worst nightmare is showing up naked for a test she didn't study for. Annoyed, Mysterio tells her to just open the vault; and she complies. They are interrupted by a security guard, who was unaffected by the knockout gas due to having been in the washroom when it was deployed. The guard pulls his gun on Mysterio and tells him to put his hands over his head, Mysterio telling the guard to make him. The guard opens fire, but Mysterio vanishes into smoke and appears behind him. Mysterio knocks the guard out with a karate chop to the neck, only to turn and see the guard shot Audrey in the chest. Looking down at the bloodstain spreading across her shirt, Audrey stammers that she doesn't feel good before collapsing. Later, the police hold back a crowd and wheel Audrey's body out on a stretcher, wondering who tried to rob the bank without stealing anything. In an alley, Quentin Beck smashes his helmet and slumps next to it, sobbing in grief at having gotten an innocent woman killed.
Sometime later, Spider-Man races across the roof of one of the World Trade Center towers, holding a wrapped painting under his arm and pursued by the Human Fly. Uncertain if he can make the jump from one tower to the other, Spider-Man nevertheless makes the leap and sticks the landing - augmented by his new black suit. Quipping to himself that his one-liners are so amazing he should do a one-man Broadway show, Spider-Man dismisses the idea of a Spider-Man theatrical production before evading a torrent of the Human Fly's corrosive vomit. Angering the Human Fly with his quips, Spider-Man evades and slams him into the roof of the tower, landing on one of the lightning rods. As the Human Fly spits a torrent of acid at the lightning rod, Spider-Man covers his face in webbing and then sends the broken antenna crashing down onto him. With the Human Fly out cold, Spider-Man unwraps the stolen painting to see it's Edvard Munch's The Scream, quipping that it's the story of his life.
The next day, J. Jonah Jameson goes on one of his anti-Spider-Man tirades, wondering what evil thoughts run through Spider-Man's head. Awakened by his landlord pounding on his door and demanding he pay rent, Peter Parker - a disheveled, unshaven mess - realizes he can't even remember her name and says he'll pay her the next day. A voice asks why he even puts up with her, and Peter turns to see Felicia Hardy sitting on his windowsill, dressed in a charcoal grey shirt and pants. Peter asks where her costume is, and Felicia remarks that he's always complaining that her showing up as the Black Cat is going to blow his secret identity, and her costume was dirty so she left it at home. Peter tells her that it's not the best day to visit, as he has somewhere he needs to be, but she offers to accompany him, pointing out that he always gets mad due to her lack of interest in his civilian identity and saying she wants to spend a day getting to know that side of him better. Peter agrees and tells her to let him get dressed, Felicia flirtatiously offering to help undress him. Peter calls a rain-check on that as his black suit flows from the chair and onto his body, Felicia watching with a mixture of amazement and revulsion. As the black suit transforms into civilian clothes, Felicia hypothesizes that Peter's black suit is alive; though Peter dismisses the notion in spite of its autonomy and ability to react to his thoughts.
Peter takes Felicia to Ridgewood Cemetery and shows her his Uncle Ben's grave, telling her that it's the anniversary of the day his uncle was murdered by a burglar he let run past him. Felicia apologizes for his loss, Peter saying that he hopes this helps her understand him better... before trailing off as he sees Quentin Beck standing at a nearby grave and staring at them. As Beck runs off, Peter is horrified that Mysterio might have figured out who he is, leaving Felicia standing at his uncle's grave. As Felicia rolls her eyes in exasperation, an elderly woman approaches her and asks if she is a friend of her nephew.
Earlier that day, Quentin Beck arrives at Ridgewood Cemetery and stands over Audrey Henning's grave, apologizing for his role in her death and vowing to retire as a supervillain and go straight. Spotting Felicia Hardy, he is shocked by her striking resemblance to Audrey and leaves, not wanting to start trouble. Returning to his lair, Beck dons his Mysterio outfit one last time to record a video announcing his retirement. As he examines his reflection in a full-length mirror and contemplates starting a special effects company using the skills he honed as Mysterio, Spider-Man lunges at him from behind and smashes his helmet into the mirror.
As he trades blows with Mysterio, Spider-Man wonders why Beck isn't setting off his spider-sense and figures he's used a gas to suppress it like he's done in the past. Spider-Man states that he researched the grave he'd seen Beck standing over and accuses Mysterio of having gotten Audrey Henning killed, Mysterio protesting that's not what happened before wondering how Spider-Man knew he was at the cemetery. Spider-Man grabs Mysterio by the front of his costume and shouts at him to admit it, Mysterio trying to come up with anything to get away before stammering that Audrey was his sister. Believing him, Spider-Man lets go and apologizes, Mysterio pressing a detonator and saying that he's not nearly as sorry as he's going to be. As the lab self-destructs, Mysterio vanishes and says he has ten seconds to escape. Spider-Man tries to dive out a window only to find out the hard way it's fake, smashing through the wall with his symbiote-augmented strength just before the building explodes.
At the cemetery, Felicia chats with May Parker - the latter coyly asking the former if she and Peter are just friends. Felicia starts to say she's Peter's lover before quickly switching to the more-palatable-to-old-folks "girlfriend", though May calls her on this before asking if Peter listens to her. Felicia says that he usually does, May asking if she can convince Peter to go back to college. Walking May back to her taxi, Felicia says she doubts that would work and that it was a pleasure meeting Peter's aunt. May detects a note of uncertainty in her voice and asks if she's sure, Felicia kissing the old woman's forehead and smiling before saying that she's positive.
Spider-Man regains consciousness half-buried in a pile of cardboard boxes and wedged between two dumpsters. Groggily lamenting his screw-up at having attacked a man who was mourning a deceased relative, Spider-Man transforms the symbiote into civilian clothes - too concussed to web-swing away... or notice that Mysterio is watching him from an alcove. Intrigued by the unusual abilities of his enemy's new costume, Mysterio reneges on his promise to retire from supervillainy and vows to unravel the mysteries of the black suit.
Everyone knows that Spider-Man’s infamous black suit would someday become the wicked web-slinger called Venom — but what happened BEFORE Peter Parker discovered the black suit’s sinister secret? Find out in this dynamic tale from comics legends PETER DAVID and GREG LAND!
Set during the original “Black Suit Saga,” this is an all-new tale that pits the wall-crawling wonder against that most mystifying of menaces… MYSTERIO!