Peter Parker has just arrived at Flash Thompson's apartment and discovers that Flash and Reverend Tolliver have kidnapped Betty Brant from the Students of Love in order to deprogram her. Seeing Peter, Betty pleads with him to let her go. This causes Peter to think back to how he got into this mess, to begin with. How Betty was recruited into the cult, and his attempts to free her. Initially, the cult's leader the enigmatic Teacher tricked Peter into thinking that he had healing powers. However, after consulting with Doctor Druid, Spider-Man learned that this so-called guru was nothing more than a fraud. Still, Peter is upset that they went to these lengths to free Betty. He points out to Flash that kidnapping is a federal offense, and can't believe a religious man like Reverend Tolliver would stoop so low as to be party to this as well. Tolliver explains that Betty has been brainwashed and can't think for herself, so they had to act drastically. He points out that they are trying to restore her free will, and that sometimes you need to break the law for the greater good. This catches Peter in a moral dilemma. Betty begs Peter to help her, and he tells Betty that he will be there and that everything is going to be okay. Meanwhile, at the Students of Love compound, Brother Guy informs that Betty Brant had been kidnapped off the compound. The Teacher orders her to be recovered and returned and tells Guy to have the other followers look into her known associates. Brother Guy figures that she is at Flash Thompson's apartment because he was seen during the kidnapping. The Teacher asks him to check in on Brother Bruce before leaving. At that moment, Brother Bruce is down in the basement of the mansion working with a gas cylinder in the hopes of starting a fire. Back in New York City, the deprogramming of Betty Brant has begun. Reverend Tolliver has pointed a bright light in Betty's face and they begin questioning her about her treatment by the cult. Betty insists on being let go, but eventually admits to them that she was initially locked in a room and had food withheld from her until she because she was a "bad student". When they ask her about her finances. Betty replies by telling them that she gave it all to the Teacher, who told her that money and property were corrupt. Reverend Tolliver points out that if he has possession of everything, that makes him corrupt. They then begin asking her personal questions, but she resists them because of what the Teacher had told her until she finally cracks. While at the condo shared by Peter and Mary Jane, Aunt May comes by for a visit. Mary Jane is in the shower and she tells May to make herself comfortable. Thinking how lucky her nephew is having a wife like Mary Jane when she happens upon an envelope on the table. Opening the envelope, May is shocked to see these are racy photos and faints. Meanwhile, the deprogramming of Betty continues and after a barrage of questions, she yells at them to shut up so she can think. Flash stops the interrogation, but Reverend Tolliver insists that they need to continue as it will take weeks to fully deprogram her. Suddenly, Peter's spider-sense begins to go off and he tries to leave, but Flash calls him a coward. Suddenly, members of the cult come crashing in through the front door and nearby window in an effort to recover Betty. Flash and Peter try to fight off the cultists, led by Brother Guy, but Peter has to hold back otherwise he will expose his double-identity. Peter then ushers Reverend Tolliver out of the room and tells him to get help. Peter is forced to stand down when Brother Guy subdues Flash and threatens to cut his throat. Meanwhile, Reverend Tolliver finally finds a payphone that works. Unsure if he should call the police, he calls for Ben Urich instead, only to learn that he just left for home. Back at the Students of Love compound, Brother Bruce is working away at making another flame-thrower when one of the other followers tells him to come upstairs as they are bringing in Flash Thompson and Betty Brant and are having a meeting. Hiding his gear, Brother Bruce runs upstairs to be part of the meeting. As he leaves, the blanket where he hid his gear begins to smolder and then catch fire. Back in New York City, Mary Jane is out of the shower and Aunt May apologizes for fainting, but she was caught off guard by the modeling photos. When May asks what Peter thinks of them, Mary Jane says that he doesn't know about them yet but he trust her to make the decisions with regards to her career. Aunt May is certain the couple will do the right thing but warns Mary Jane that if she does anything to hurt or embarrass Peter, she will "dock" her. Realizing that Aunt May meant to say she would "deck her", the pair begin to laugh. Realizing that she doesn't want to take photos like this and so she burns the photos and the negatives. In New Jersey, Peter and Flash have been tied up and are brought before members of the Students of Love. The Teacher asks his followers what they should do with the two men who have interfered with their organization. Brother Bruce suggests that they should be put to death, but Betty pleads for Peter and Flash to be spared, saying that they are her friends. The Teacher believes that Betty has been damaged, but is certain they can "fix" the problem. Betty tells him to keep away and smacks the Teacher across the face then collapses to the floor and begins sobbing. Brother Guy points out that Reverend Tolliver got away and that he will likely call the police. The Teacher is unconcerned, as it was Flash and his friends who committed a crime. Brother Bruce insists that they kill them, but the Teacher tells Bruce to curb his bloodlust and tells him to meditate on the issue. Meanwhile, the fire in the basement continues to grow unchecked. At that moment, Ben Urich calls Kate Cushing to tell her what he has learned from Reverend Tolliver. Kate tells Ben to pick her up so they can be at the compound as the police arrive. In New Jersey, Brother Bruce goes to see the Teacher in his office, but the cult leader is not there. Still wanting to kill their prisoners, Bruce finds a gun in the Teacher's desk drawer and moves forward with his plans. It's at this point that the other cult followers notice the fire growing in the basement. Hearing the panic and smelling the smoke, Peter decides that he has to risk his double-identity to save himself, Flash, and Betty and breaks free of his ropes. As Ben and Kate rush to the scene, Cushing calls the police to tip them off on what's going on at the compound. By this time the fire at the compound is raging out of control. As the other cult members flee, the Teacher tells Brother Guy to get the others out while he goes back to free the prisoners. At that moment, Peter is still struggling to untie Flash and Betty when Brother Bruce comes bursting in and begins opening fire. Under the cover of smoke, Peter leaps at Brother Bruce and disarms him, telling the lunatic to run. Quickly changing into Spider-Man, Peter frees Betty and Flash, who have passed out from smoke inhalation. As Spider-Man runs for the exit carrying his two friends, he is confronted by the Teacher. Armed with a gun of his own, the Teacher accuses Spider-Man of turning his dreams into ashes. When he fires, Spider-Man dodges the bullet, since Brother Bruce was trying to sneak up on the wall-crawler he is struck by the bullet instead. When Spider-Man offers to help get them out of the inferno, the Teacher tells them that he will tend to his own. With no time to argue, Spider-Man leaves with Betty and Flash. Instead of helping Brother Bruce, the Teacher decides to leave without him, telling the deranged man that it is every man for himself. Bruce grabs the Teacher's leg and begs him for help when suddenly the blazing roof of the house collapses on them. Seeing the collapse, Spider-Man tries to go back in to save the Teacher and Bruce, but the flames are too strong for him to get close. That's when the authorities arrive on the scene. In all the confusion, Spider-Man slips away so he can change back into Peter Parker. He rejoins Flash who is comforting Betty, telling her that things are going to be all right. When Ben Urich and Kate Cushing arrive on the scene, Kate asks Betty if she has seen her sister, Tracey. Betty points her out and Kate goes to her sister in the hopes of a heartfelt reunion. However, Tracey has been so brainwashed that she doesn't even remember who her sister is. Putting on a brave face, Kate tells Urich and Peter to cover this story. When Peter asks if the woman was his sister, Kate tells him that she wasn't. She then turns and walks away so she can hide the fact that she is in tears.
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