While out on patrol, Spider-Man mulls over the kiss Gwen gave him on Thanksgiving. He is suddenly attacked by Venom, who urges him to join with the symbiote again and latches onto him with tendrils. As the symbiote slowly envelops him, Spidey falls off of the building, screaming. Peter wakes up, wrapped in his blanket, and realizes it was All Just a Dream, but to make sure he visits the ESU dorm where Eddie is supposed to be only to find Eddie had grabbed his belongings and left. At home Peter laments the cold weather, preparing a to-do list, and finds Aunt May in the process of making pancakes. Scolding her for pushing herself, Peter attempts to take over for her only to again prove he cannot cook. At school, Peter's attempts to talk to Gwen only amount to an awkward silence interrupted by the school bell.
At the city docks, a shipment of advanced computer equipment for ESU is attacked by Mysterio, a cloaked and helmeted figure who proclaims his intent to save humanity from the "evils of technology" through his mastery of the "arcane arts", causing himself and the shipping crate to vanish in a cloud of green smoke. At school, Peter and Gwen's awkwardness infuriates Liz Allan, who begs for Peter to help tutor her in order to get him to herself. Mysterio attacks an armoured vehicle, summoning a monster to intimidate the guards, but is confronted by Spider-Man. Mysterio easily bests Spider-Man and throws the vehicle into the river, and Spider-Man catches a cold saving the driver. Once the vehicle is recovered the Daily Bugle blames its contents' theft on Spider-Man, infuriating Peter. However, Liz remarks that magicians rely on misdirection to fool their audiences, while at the table behind them Gwen watches forlornly and confides her troubles to Mary Jane. Elsewhere, Dr. Connors, Norman Osborn, and the science professor of Midtown High welcome Dr. Miles Warren to the faculty. Martha Connors laments Eddie's disappearance, and Norman and Curtis convince her to reinstate Peter. Norman is interrupted by a phone call from Oscorp, where Mysterio is attempting to raid. Spider-Man arrives, and Mysterio summons a horde of imps to distract him while he makes off with the technology. Spider-Man realizes the imps are actually advanced robots, and latches onto the device just as it vanishes. Mysterio returns to his lair - an abandoned prop house, and Spider-Man confronts him. Mysterio acknowledges his "magic" to be a mix of acting, technology, and illusions, and after Spider-Man defeats his gauntlet of traps summons a horde of non-illusory robotic clones. Spider-Man confronts the real Mysterio, disabling the clones, and Mysterio unmasks to reveal himself to be none other than Quentin Beck, the Chameleon's former accomplice.
Returning home, Peter glumly goes over his still-unresolved to do-list, again catching Aunt May at the stove, this time cooking eggs. Aunt May notices his cold and pokes fun at him before giving him a letter from the Daily Bugle containing an exclusive freelance contract and advance payment. Peter makes plans to call Gwen and tell her the good news, as well has have a much-needed discussion, but is interrupted by a phone call from Norman Osborn, who informs him that he has been reinstated as the Connors' lab assistant and offers his services as Peter's mentor. Peter reluctantly agrees to meet with him, while at the prop house Phineas Mason meets with Beck, who had hidden and let an android be arrested in his place. Mason scolds Beck for his arrogance and places a call to someone called the Master Planner, informing him that everything has gone All According to Plan.
This episode provides examples of:
- All Just a Dream: The scene with Venom at the beginning.
- Anti-Climactic Unmasking: The unmasking of Mysterio loses its gravitas when he has to remind Spidey that they've met before. His initial attempt by saying that Peter had him sent to jail doesn't help him.Mysterio: Don't pretend you've forgotten, I was the Chameleon's right-hand man!
Spider-Man: Oooh... right, on the boat! You were... You were dressed as the crewman!
Mysterio: As the waiter! You remember! "Demitasse, Spider-Man?"
Spider-Man: Sure, sure, if you say so! - Ascended Extra: Quentin Beck and Phineas Mason from "Persona". It becomes pretty clear who they are.
- Bears Are Bad News: The robot teddy bear that Mysterio has in his prop house. The bad news is that it is very large and has very sharp claws.
- Book Ends: Peter makes a to-do list at the start to talk to Gwen, find Eddie, write to Harry, buy thermals for the winter, and take care of Aunt May. By the end however, he repeats this, annoyed that the events of the episode prevented him from accomplishing any of this.
- Call-Back: Professor Warren references the Idiosyncratic Episode Names of the first three episodes of Season 1 (the "Biology 101" arc) during his class:Professor Warren: The final will cover the Interactions of various biological systems. And be prepared to define the terms we've learned this semester. For example: Survival of the Fittest, Natural Selection...[bell rings]
- Chekhov's Skill: Spidey makes full use of this Spider Sense to help him decipher between Mysterio's illusions and robots.
- Creator Cameo:
- The cranky old man working at the docks. He sure sounds familiar.
- So does the truck driver.
- Crush Blush: Peter blushes when Liz sits really close to him, puts her arm around his shoulder and offers to help keep him warm.
- Elvis Lives: One Mysterio's "spells" is "Credo Elvem ipsum etiam vivere," which translated means "I believe that Elvis is alive."
- Exposed to the Elements: A skin-tight spider-suit doesn't do much to keep the wearer warm in a New York winter.
- Gratuitous Latin: Mysterio constantly spouts Latin. This doubles as a Bilingual Bonus when you can understand the hilarious non-sequiturs Mysterio is using.
- Green-Eyed Monster: Liz doesn't look too happy when Peter and Gwen are exchanging glances in biology class.
- Kneel Before Zod: Mysterio likes making people do this.
- Laugh of Love: Peter chuckles nervously and blushes when Liz gets close to him.
- Leaning on the Fourth Wall: While using his Spider-Sense to detect and avoid Mysterio's illusions, Peter (who is using a blindfold) muses that a hypothetical unblindfolded person would probably find the whole spectacle entertaining.
- Magic from Technology: Mysterio's schtick.
- The Man Behind the Man: The individual Tinkerer refers to as the "Master Planner" appears to be pulling the strings behind Mysterio's thefts.
- Master of Illusion: Mysterio turns out to be an illusionist, not a sorcerer.
- Mythology Gag: The fight against Mysterio's robots winds up careening through a movie set of an old western bar, much like what happened in the 60's cartoon.
- Only a Flesh Wound: One of the Mysterio robot clones keeps coming at Spider-Man despite being decapitated, dismembered, and ultimately torn in half.
- Promotion to Opening Titles: This episode's opening starts a trend of cycling through characters benefitting from A Day in the Limelight, with Liz Allan and Norman Osborn being the first characters so honored (replacing Mary Jane Watson and J. Jonah Jameson).
- Robot Me: Mysterio. Lots of them.
- Shout-Out:
- This line from Spidey: "And may the spider sense be with me."
- "What are you gonna do, bite my kneecaps off?"
- Stan: Are we being Punk'd? I hate that!"
- Third-Person Person: Mysterio, ever the showman, happens to do this. For example:Mysterio: You dare call Mysterio a magician? Fool! Mysterio is no illusionist playing parlor tricks! Mysterio is the master of the arcane arts!
Spider-Man: Well, it seems to me that "Mysterrrio" is the master of talking about himself in third person.
