Appearing in 1st story
- J. Jonah Jameson (Referenced)
- Black Cat (Felicia Hardy) (Referenced)
- Tom (actor) (Only appearance)
- Lou (Only appearance)
- Tom's unnamed assistant (Only appearance)
- God (Yahweh) (Invoked)
- Unnamed security guards (Only appearance)
- Rey Mysterio (Mentioned) (Topical reference)
- Spider-Man's Black Suit
- May Parker (Referenced)
- Nightcrawler (Kurt Wagner) (Referenced)
- Colossus (Piotr Rasputin) (Referenced)
- Wolverine (Logan) (Mentioned)
- Doctor Octopus (Otto Octavius) (Referenced)
- Kraven the Hunter (Sergei Kravinoff) (Referenced)
- Electro (Maxwell Dillon) (Referenced)
- Kingpin (Wilson Fisk)
- Devil (Satan) (Invoked)
- Kingpin's Henchmen
Races and Species:
- Hell (Invoked)
- Battleworld (Referenced)
- Mysterio's Suit
Synopsis for 1st story
Infuriated by his constant humiliating defeats at the hands of Spider-Man, Mysterio laments that J. Jonah Jameson cost him the opportunity to learn who was under the web-patterned mask years ago; and that now his reputation is garbage while his enemy has attractive women like Black Cat fawning over him and an awesome shapeshifting costume... but that all that is about to change.
On a movie set, stuntman Alan Jennings punches the lead actor in the face - breaking his nose - and mocks him for not being able to take a hit. The director berates Jennings for his unprofessional and belligerent attitude, and fires him for shutting down the movie while the lead actor recovers. As Jennings is hauled away by security, he angrily throws the guards off and shouts that he's quitting. As Jennings storms into his trailer, he's greeted by Mysterio, initially confusing him for the Mexican wrestler duo Rey Mysterio. Growing frustrated as Jennings mocks his costume, Mysterio conjures illusions of theropod dinosaurs and otherworldly tentacled monsters, but Jennings is unimpressed. Mysterio pulls out a stack of bills and offers it, assuring Jennings that it's authentic when he questions if it's another illusion. Jennings warily accepts, and Mysterio says that he's well-aware that Jennings is a mutant possessing superhuman strength, speed, and durability. Jennings protests being called a freak, but Mysterio conjures an image of Spider-Man and says that while mutants are just a product of nature Spider-Man is the true freak. Jennings pointedly states that he hates the word freak due to having been bullied in school; and Mysterio tells him that Spider-Man is a bully, asking if he'd like to get some payback.
That evening, Spider-Man web-swings through the city lamenting how quiet it is, leaving him alone with his troubled thoughts - Aunt May is shunning him for having dropped out of college, while Black Cat is keeping secrets from him. His train of thought is derailed when he spots Mysterio standing on the roof of a nearby apartment, and he lands nearby only for Mysterio to vanish and reappear on a different building. Realizing he's chasing an illusion and is being lured into a trap, Spider-Man decides to let it play out. In his new lair, Mysterio watches on a CCTV array and gloats that Spider-Man is all-too-easy to manipulate. He signals Jennings -- who he's given the codename "Hardrock" -- to get ready, Jennings complaining about his codename being stupid. As Spider-Man dives through the illusion, Mysterio gloats that he must be going out of his mind with rage.
Instead, Spider-Man is trying to think of a way to apologize to Mysterio for attacking him the other day. His spider-sense goes off as Mysterio reappears on a nearby rooftop, and he begrudgingly leaps over to it and readies an attack, asking if he and Mysterio can call a truce. Instead, he's sucker-punched in the face as Hardrock lunges through the illusion, saying he's been hired to kill him. Spider-Man punches Hardrock and almost breaks his hand, barely fazing the new supervillain. Before Spider-Man can retreat or even come up with a good quip, Hardrock overwhelms him; Spider-Man incredulous at having been defeated by a nobody. Dazed, he tries to web Hardrock up, but the villain reveals his costume's been treated to prevent that and then knocks Spider-Man out with a kick to the head. Pulling out a high-calibre pistol, Hardrock prepares to finish the job, gloating that killing Spider-Man was easier than it had been made out to be. Before he can pull the trigger, Spider-Man's black suit latches onto his arm with tendrils and flows into his mouth, rupturing his head from the inside before returning to the unconscious Peter Parker.
Groaning that he nearly vomited into his helmet, Mysterio teleports away. As he vanishes, the Kingpin punches the door down and he and his guards scan the now-empty room for signs of the intruder. On the building's roof, Mysterio unmasks and laments the close call -- though he needed to hijack Wilson Fisk's CCTV network. As Beck struggles to regain his composure and piece together the mystery of Spider-Man's alien costume, he's interrupted by Johnny, who is taking a cigarette break. Surprised and dismayed by Beck's intrusion, Johnny tells his old roommate that it's his duty to inform the Kingpin of Beck's trespassing. Beck begs his college friend not to, saying that he's seen something that could provide the Kingpin with immeasurable power -- but he needs help capturing it first.
• Set during the original ALIEN COSTUME SAGA — before Peter learned of the symbiote suit’s true nature — comes the second installment of this all-new tale from comic legends Peter David and Greg Land!
• Mysterio, after swallowing another loss against Spider-Man, has sworn vengeance upon the web-slinger! Recruiting another villain to to enlisting the aid of an impressionable Hollywood stuntman to take on Spider-Man, Mysterio is dead set on ending Web-Head once and for all!
• However, the symbiote suit isn’t willing to give up its host without a fight…