Peter is swinging across the city to go to his first day as substitute teacher as a favour to the principal at Forest Hills. When he arrives, he breaks up a fight between a jock (Jake) and geek (Steve). It reminds him of himself and Flash back in high school.

Meanwhile, in a South American country, Captain Alvarez is in charge of military ethnic cleansing.

Back in the US and Steve shows Pete a lab he has set up in the school's basement. There are lots of computers that have been provided by his Dad, who works for ICM (heh). Pete tells Steve he should mix more with other students but Steve storms off and gets into another fight with Jake.

After breaking them up again, Pete goes back to the lab when a robot smashes through the door controlled by … THE LIVING BRAIN! This brings back memories (check ASM8).

Steve is controlling it and sends the robot after Jake. It overturns a car and is choking Jake when Spidey swings in. After a lengthy battle, Spider-Man comes out on top.

Back in South America and Captain Alvarez is instructed to become the Tarantula to kill off any refugees who have fleed to the US.

And, finally, back in the US while the security forces clan up the school, Pete is looking for Steve – who has disappeared.