The Gaines Twins, a brother and sister with uncanny telepathy, escape from an armored transport convoy, but Spider-Man apprehends them by overcoming their brain blasts with his own superhuman will power. Later, just as Spider-Man reveals to MJ that he's really Peter Parker, Kraven the Hunter confronts Spider-Man. As payback for the years he spent in jail, Kraven attacks MJ with one of his poison darts. Spider-Man rushes to her side too late, as her life slowly slips away. Now, Peter is out for revenge.
Dr. Zellner tests his "smart drug" on Peter Parker foe Flash Thompson, and Flash immediately displays dramatic spikes in intellect. However, along with the IQ boost comes a potentially fatal side effect. With only minutes to find an antidote, Zellner takes Flash's suggestion that he experiment on an already intelligent candidate: Peter Parker.
Peter Parker's lab partner Christina reads his mind with her new invention: an ESP crown. The crown malfunctions, jolting her own brain with electricity and altering her reality. No longer able to distinguish fantasy from reality, Christina attempts to kill M.J. in order to limit the competition for Spider-Man's eternal affection.