Following the death of Wolverine, Spider-Man honors a request in his will to become a faculty member at the Jean Grey School for Higher Learning and tries to teach ethics to troubled students. At the same time, he secretly investigates the students because Wolverine asked him to locate a traitor. After a number of unrelated fights and adventures, one of his students, Ernst, reveals that she made a deal with the evil Mister Sinister in an effort to help No-Girl. Sinister betrays Ernst, who then works with her classmates and Spider-Man to defeat Sinister and save nearby civilians. Because of their teamwork, no one is expelled from the school and the students are allowed to go on weekly patrols with Spider-Man.