Spider-Man tries to free the Avenger students from Psycho-Man's control. Suddenly, Reptil transforms into a dinosaur, which releases him from Psycho-Man's control for a moment. Reptil tells Spider-Man that when in dinosaur form, Reptil's brain chemistry changes, making him harder for Psycho-Man to control. Psycho-Man then regains control of Reptil and makes the students attack innocent bystanders.

Spider-Man defends the bystanders from the students. Then, Reptil attacks him, but Spider-Man reasons with him, saying that he is a hero. This frees him of Psycho-Man's control and he tries to reason with Veil, reminding them of their promise not to letting themselves to be control by anyone ever again. Freed, Veil uses her powers to free the other students. The students then attack Psycho-Man and destroy his body. However, Spider-Man reveals that the Psycho-Man they destroy was a robot and the real Psycho-Man shrunk back to the microverse. Spider-Man and the students return home.

Later, Spider-Man and the students tell Giant-Man what happened. Spider-Man says that he is a bad teacher, but the students says that they had the best school day ever with him. They also say that Spider-Man never gave up on them. Impressed, Giant-Man plans to make Spider-Man's visits to the Academy a regular thing, but Spider-Man and the students turn him down.