Peter Parker finds himself caught in the most horrific nightmare imaginable: Being back in high school in nothing but his underwear. As his peer mock him, Peter tries to cover his shame. However, things are take a turn for the surreal when Deadpool arrive and shoots one of the jocks in the face for mocking Peter.

Peter is horrified, but Deadpool tells him to relax, saying that this is all a dream.[1] Deadpool explains to Peter that someone is trying to gain control of his mind to make him do their bidding but assures Parker that he is in good hands since Deadpool is here to save him. When Peter asks who is trying to manipulate him, Deadpool isn’t sure but assures him that although Peter is seeing a warped reflection of his old high school, Deadpool can see past this illusion. He figures that the true villain will be disguised as an old high school bully or a teacher Peter didn’t like and mows down what appears to be a janitor with six arms. When Peter suggest that he wake himself up by taking a tumble down the stairs, Deadpool explains that he is four levels deep and it would take a lot more than that to snap Spider-Man out of this.

Deadpool then sets off some explosives that knock the pair up a level of the dreams. Deadpool, now clad in a cheerleader outfit, is determined to find out who is responsible for all of this. In the locker room he stops two kids by taking off his mask, but his horribly scarred face doesn’t even cause the acne pitted teens much of a pause and they walk away. That’s when Peter realizes that he still has some control over this dream and wills himself into his Spider-Man costume. That’s when the pair are attack by some role-playing kids with. Spider-Man orders Deadpool not to use his guns and after they dispatch these opponents the bell begins to ring, bumping them up another level.

Spider-Man now finds himself in the middle of woodworking class. There they are attacked by shop students and in the middle of the fight, Deadpool comes up with a way to bump Spider-Man back up another level by shooting him in the face. Spider-Man finds himself as Peter Parker again, this time living out a weird version of the movie the Breakfast Club. Everyone in the room is based off someone in Peter Parker’s social life except for the girl who looks like Ally Sheedy. Spider-Man suspects that this is their foe. In the ensuing battle an alarm goes off on Deadpool’s wrist watch and he kicks Spider-Man with enough force that it shatters the illusion.

Spider-Man finds himself in a prison and is told by Deadpool that he was manipulated into helping him break in. Spider-Man can’t believe that Deadpool sold out to break someone out of prison. However, the Merc With the Mouth explains that the man who hired Deadpool a means to finally kill himself. That’s when the Hypno-Hustler reveals that he was the one who organized the breakout and that he intends to seal Spider-Man’s fate forever.

Recurring Characters

Spider-Man, Deadpool, Hypno-Hustler, Madcap (unidentified)

Continuity Notes

1. It should be noted that on top of his usual internal monologues, Deadpool also has a second narrative voice that comments on what’s going on. It’s later revealed that this “voice” is actually another fourth-wall breaking character known as Madcap. As explained in Deadpool Annual #1, the pair were incinerated by Thor and when their healing factors kicked in Madcap ended up trapped in Deadpool’s mind. During the summary of this issue it is noted that this story takes place before Deadpool (vol. 2) #50. In that story, Deadpool fights an evil version of himself grown from a severed limb.

Topical References

• Dated pop-culture references: Inception, HBO, Rocky III, Rocky IV, Mean Girls