Having saved Glory Grant from Morbius (who is being controlled by a NEW THREAT known as the Empathoid) Spidey brings Glory to safety while the Empathoid forces Morbius to attack Spider-Man. Meanwhile, Flash breaks into the restaurant/apartment where he had seen Sha Shan. When finally seeing her, the man who has been sending him away shows up, and Sha Shan reveals that the man is her husband, the devastated Flash leaves them alone.
Meanwhile, Spider-Man manages to knock out Morbius, causing the Empathoid to leave his body and possess Spider-Man. The Empathoid explains that it is a creature that was alone in it's dimension when Morbius appeared. It found itself drawn to his emotions, and forced Morbius to return to Earth so that he could experience as many emotions as possible. Deciding that Spider-Man would be a better host, the Empathoid decides to stay within the wall-crawler, Spider-Man is forced to flee when the police arrive. Reviving, Morbius also decides to leave as well.

After Peter repairs his web-shooters, the Empathoid forces him to go back out as Spider-Man to find and battle Morbius once more. When battling Morbius, Spider-Man get's an idea when they happen close enough to a football stadium where a game is going on. Spider-Man take the fight to the middle of the game. The emotions of all the sports fans overwhelm the Empathoid, causing it to leave Spider-Man's body and pass out. Spider-Man allows Morbius to depart, and he decides to turn the Empathoid over to the Fantastic Four for study.

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