Continued from last issue... Spider-Man has grown four extra arms. He realizes that its because of the potion he took to remove his spider powers so he could live a normal life and settle down with Gwen Stacy.
Peter panics, thinking of himself as a freak,he snaps back to reality when his phone rings, its Gwen, inviting him to come see a movie, Peter moans at her so that she'll hate him and forget him just in case they don't see each other again, Gwen gets the message and hangs up, leaving Peter to sink into depression when the phone rings again, making Peter think of what would happen if his Aunt May saw him like this but it ends up to be Joe Robertson offering him a late-night photo assignment. Peter rejects the offer, saying hes going to the country for a rest cure, making Jameson mad but Robertson worried.
This gives Peter an idea, he calls Dr Curt Connors and reveals to him that he is Spider-Man and asks him if he can use his Southhampton home, Connors agrees and tells Peter that the key is under the mat and the fully-equipped lab is in the basement, Peter hangs up and starts to pack. Peter web-swings his way there, knowing he cant take a cab or train with all of his arms. Peter arrives and the scene shifts to a boat a mile downshore where a meeting is being held between some scared sailors, the meeting is led by 'Whitey', who tells them that Captain Bloom, he blames the guy in the hold because they've had nothing but bad luck and missing sailors since they found him in the ocean, they go after the man in the hold, though he is barely awake, he manages to hold them off and escape, leaving the crew to think that he fell overboard.
Night falls and the passenger returns to the ship, but now his skin is pale white and he resembles a vampire, he thinks to himself that night is his time and he thirsts, he slaughters the crew and drains their blood by dawn, when dawn returns,so does his rationalism and conscience, he is overwhelmed by guilt and leaps into the sea in an attempt at suicide but he doesn't go that far and swims back to the beach, walking along the shoreline to find a familiar looking house, he flies into the upper floors and begins to sleep.
Spider-Man is a few floors below him, becoming frustrated with his failed attempts at curing himself leading him to smash a test tube which wakes up Morbius. Morbius spies on Spidey and recognises his costume but cant place it, he notices the six arms as well but he is thirsty again so he swoops down and attacks Spider-Man. Spider-Man jumps out of the way and starts with a quip but Morbius turns around and chokes him, Spider-Man wont believe that he is fighting a vampire, he beats him off figuring him to be some other super-villain, Morbius then goes for his throat, Spider-Man dodges but is tired so Morbius lifts him up by the neck and throws him to the floor below.
Spider-Man is unconscious by the stairs and Morbius is about to feast on him when Dr Connors arrives, Connors dodges Morbius' attack but is panicked so he transforms into the Lizard. They argue about who will kill Spider-Man and the issue ends with Spider-Man waking up to have them coming at him from both sides.