As a last request of his friend Wolverine, Spider-Man has become the teacher for the X-Men’s special class in order to find out who the mole among them is.[1]

He has taken the group on a fieldtrip that has lasted for over two hours, leading Storm — the Jean Grey School’s headmaster — to wonder what is keeping Spider-Man and the children so long to get back. As it turns out, they were captured by Sauron and Stegron, two dinosaur-men who are plotting to turn Staten Island into the New Savage Land. It appears as though Shark-Girl is the traitor as she willingly joined their United Prehistoric Insurgency.

By this time, Rockslide and Hellion have recovered from the energy drain they experienced. On Spider-Man’s command the kids break free and begin fighting Stegron, Sauron, Shark-Girl and their small army of triceratops. It’s during this fight that Ernst notices that one of the dinosaurs is wearing a name tag. Spider-Man deduces that these triceratops were once humans. Not wanting to harm innocent people, Spider-Man orders his students to stop fighting and surrenders. Spider-Man then asks how Sauron and Stegron managed to pull off transforming people into dinosaurs. Sauron explains that they took a sample from the museum that allows them to re-write DNA. Spider-Man points out that they could use such technology to cure illnesses like cancer. This falls on deaf ears, but Spider-Man notes that Stegron has to regularly remind Sauron that they are partners.

As Spider-Man and the students are taken away, Sauron holds Shark-Girl back so they can talk in private. He admits to her that he has developed feelings for her that defy his cold-blooded nature. He offers to show her how to drain the life energies from mutants and tries to trick her into kissing him. Shark-Girl is made uncomfortable by this, and luckily Stegron interrupts before Sauron can actually kiss her. Stegron is still angry after the way that Sauron talked to him in front of the prisoners. Sauron then starts mocking how Stegron talks with a lisp. The pair are about to come to blows when Shark-Girl gets between them and tells them not to fight. Stegron and Sauron agree to put their differences aside and see how their device works on mutant physiology.

Meanwhile, Shark-Girl’s fellow students are trying to figure out why she betrayed them. They also want to know if Spider-Man has figured out a plan yet or not. He realizes that he needs to stop thinking of these students as suspects. Getting them to brainstorm a way out, and they figure that Glob Herman’s goopy body would be able to squeeze through the bars of their cell. However, when Glob tries, he gets stuck forcing them to try and pull him back in before they get caught. Spider-Man believes he has failed his mission and is about to level with them when Shark-Girl returns and reveals that she was only faking her betrayal until she had the opportunity to save the others.

Spider-Man asks Shark-Girl for a situation report and she tells him of the growing animosity between Sauron and Stegron. Unfortunately, Sauron comes down to the holding cells to check on her before she can free the others. Since Glob is still stuck in the bars, Sauron decides that he should be the first mutant test subject.[2] The transformation works, although the dinosaur version of Glob still has wax-like skin. That’s when Spider-Man and the students break free from their bonds again and knock Sauron outside. With Spider-Man and the others keeping Sauron busy, Shark-Girl starts using her charm to convince Stegron that he doesn’t need Sauron.

She is just about to convince Stegron to change Glob back to normal when Sauron comes back into the building and demands to know what’s keeping him. Stegron then attacks Sauron and the two continue battling until they try absorbing each other’s life forces. This locks them in a perpetual loop of draining each other’s energies. After changing Glob back to normal, Spider-Man calls the Avengers to pick-up Sauron and Stegron.[8] It is Captain America who comes to pick up the two criminals.[9]

That’s when the X-Men’s Blackbird jet shows up and Storm orders Spider-Man and the students on board immediately. However, this isn’t the real Storm who is still at the Jean Grey school leaving an angry voice mail to Spider-Man demanding to where he and her students are. Back aboard what appeared to be the Blackbird, Spider-Man commends Shark-Girl for a job well done and also informs her that Hellion has been looking at her a lot, suggesting he might have a crush on her. That’s when the other students remember that the cockpit to the blackbird doesn’t have a door with a lock on it. That’s when the passenger area is filled with gas that knocks everyone else. As it turns out “Storm” was actually the Chameleon in disguise. After he tasers No-Girl, Chameleon returns to the cockpit and contacts his employer. Mojo is pleased to learn that the Chameleon has also captured some X-Men along with Spider-Man as they are always a huge ratings boost.

Recurring Characters

Spider-Man, X-Men (Storm, Doop, Hellion, Rockslide, Shark-Girl, Ernst, No-Girl, Glob Herman, Eye-Boy) Stegron the Dinosaur Man, Sauron, Captain America, Chameleon, Mojo

Continuity Notes

1. At the time of this story, Wolverine is dead following the events of Death of Wolverine #1-4. He will be resurrected in Return of Wolverine #1-5.

2. Glob Herman tries to appeal to Sauron by reminding him that he used to be his teacher. Sauron was recruited to be the science teacher at the Hellfire Academy in Wolverine and the X-Men #20. Glob Herman joined his class in issue #28. He remained with the Hellfire Academy until the organization was shut down in issue #35.

3. It’s mentioned here that Wolverine was an Avenger. He first joined the group in New Avengers #1 and was a regular member of one team or another until his death.

4. Captain America understands Spider-Man following a comrade’s last wish. This is because Sam Wilson was asked to be Captain America by Steve Rogers in Captain America (vol. 7) #25 after Steve Rogers was rapidly aged in issue #21.