PREVIOUSLY: Under the control of the voodoo priestess Calypso, Spider-Man and the newly returned Kraven the Hunter were hypnotically commanded to kill each other. But the webspinner was able to break the trance and bring the struggle to an end without the loss of life. Calypso and Kraven both disappeared into the night, leaving an exhausted Spidey alone. Meanwhile, at Ravencroft, Professor Jonas Mueller, lately in the employ of Norman Osborn, dispatched Sir to track down and capture the wall-crawler.

REVIEW: Spider-Man is strapped to a chair, shirtless, dozens of wires connected to his half-naked body. Across the room, in another chair, sits Dr. Jonas Mueller, a.k.a. Dr. Angst, with the man known as Sir standing by his side. Manipulating nearby controls, Dr. Angst explains to a semi-conscious Spidey that he's using machines to amplify his anxiety, using the electromagnetic field within his body, to thrust it through his mind like a flaming dagger. Dr. Angst's employer, unfortunately not revealed here, does not want him dead, or even broken. He simply wants to test the limits of his mental and physical endurance. As Spidey writhes in pain, his mind raped, Sir watches on, somewhat disturbed, which does not go unnoticed by Dr. Angst, who comments that the only way to survive hell is to become the devil himself, which is something he ought to know by now. Having said that, he turns his attention back to Spidey and wonders what thoughts are crossing his mind at that moment.

Playing with his machine's controls, Dr. Angst continues his experiment, with Spider-Man as his main subject. This time, Spidey's mind is flooded with images of those he dearly loved, who are no longer with him. There is his beloved Uncle Ben, Gwen Stacy, the first woman he ever truly loved, her father, Captain George Stacy, Ben Reilly, the closest he ever had to a brother, and a baby whose name he cannot bear to say. Their eyes blank, their mouths slack, they begin to wail in pain – in torment and fury – and their cries rip through him like a dull and rusted knife, gnawing away at his soul, bit by precious bit. Writhing in pain in his chair, his muscles tensing up, Spidey calls out to them, telling them that he tried to save them but he failed. Sir watches on, memories of torment and torture, not all that dissimilar to this one, flitters in his mind. With the memories come a profound sense of compassion, but Sir views such emotions as a sign of weaknesses and he brushes them off. While all of the above-noted loved ones disappear, Aunt May appears to Peter and offers words of comfort, of support – telling him that he is no failure but a hero, and a heck of a good one too. Sitting down near the machine's controls, Dr. Angst cannot believe his eyes. According to the machine's readings, Spidey is feeling calm and at peace. That is, apparently, not possible.

Spidey's thoughts return to the Daily Bugle where, as Peter Parker, he is discussing the pros and cons of having Norman Osborn as the new owner with another employee. Mary Jane shows up for hers and Peter's lunch date and immediately can't help noticing that Peter appears to be a little down. Peter explains that the Daily Bugle is doing that to him, especially since Osborn has taken over. MJ replies that he does not have to work there but Peter argues that it allows him to keep an eye on Osborn. MJ points out that it also allows Norman to watch him. Ending the conversation, Peter asks MJ if he's in the clear with Aunt Anna yet. MJ replies that everything is okay now. What happened is that Aunt Anna believed Peter to be cheating on MJ and confronted him about it. Tired of her aunt always thinking the worse about Peter, MJ angrily blurted out that Peter's frequent disappearances and absences were the results of him being Spider-Man. Aunt Anna did not believe MJ and realized how ridiculous she was acting and apologized on the spot.

As Peter and MJ prepare to jump in the elevator, Ben Urich shows up, looking nervous. When asked what is troubling him, Ben replies that Norman wants to have a face-to-face with him, probably to fire him. Peter reveals that Robbie Robertson quit a few minutes earlier, which does not surprise Ben, as Robbie's wife been on him to make a change. Ben intends to go down fighting and vows to give Norman a piece of his mind; he leaves Peter and MJ. Seconds later, he bursts into Norman's office, uttering profanities. Sitting at his desk, Norman is quick to point out that his grandson, Little Normie, is playing on the ground nearby; therefore, he should keep the profanity to himself. Having said that, Norman lights up a cigarette and tells Ben that the intent of their meeting is not meant to be confrontational. Grabbing hold of Ben's book called the "Legacy of Evil", wherein Ben accuses Norman of being the Green Goblin, Norman tells Ben that he has read the book several times and believes it to be founded on hearsay, innuendos and distortion of facts. Norman is of the opinion that Ben’s book falls into the category of supermarket tabloid, next to the latest Bigfoot sighting. He also thinks Ben should not have published such rubbish. With that said, Norman tells Ben that he's a valuable member of the Daily Bugle and that he has no intention of firing him. In fact, Norman explains that, despite the harm done to his family because of the book, he believes that Ben was sincere in his efforts to expose the Green Goblin; however, Norman strongly believes that Ben targeted the wrong man. As such, he is enlisting him to track down the real Green Goblin to unmask him and clear his name once and for all. Seconds later, Ben comes out of Norman's office, looking depressed. Peter asks how it went. Ben replies by telling Peter that they'll have to talk about it later. Having overheard Peter's question, Norman steps out of his office and tells Peter about what he just asked Ben to do, which is to bring the real Green Goblin to justice and the Osborn name exonerated (for everyone to hear). With that said, Norman notices MJ standing there and he proceeds to kiss her hand, telling her that she looks lovely. As Norman returns to his office, a fuming Peter comments that Norman deserves an Oscar for his portrayal of a human being.

Back in the present, Spider-Man remains attached to Dr. Angst's contraption. Dr. Angst instructs Sir to approach the wall-crawler, as he is about to intensify the dream-induced session, in order to discover what he (Spidey) fears the most. This time, Spidey’s mind goes back to a time where he was only a small child, a toddler sitting in his crib. As Sir approaches Spidey in real life, Uncle Ben approaches Spidey in the dream state and tells him that he has bad news about his parents. The young Spidey does not want to hear what Uncle Ben has to say and starts to scream in protest. In real life, Spidey breaks free from Dr. Angst's machines and begins wailing on Sir. Sir is at first resilient to retaliate until Dr. Angst orders him to subdue the wall-crawler. Sir grabs hold of Spidey in a bear-hug, while Dr. Angst rushes to his side and injects Spidey with some sort of chemical that renders him unconscious.

Once again, Spidey's thoughts go back to the Daily Bugle where, earlier that day, as Peter Parker, he is standing outside Norman Osborn's office, having just witnessed Norman's rant about exposing the Green Goblin. In the process of canceling his dinner date with Mary Jane – having lost his appetite because of Norman – Peter's spider-sense suddenly kicks in, warning him of danger coming from within Norman's office. Telling MJ to get out of there, he heads into a nearby closet to change into his Spider-Man costume. Seconds later, he comes crashing through Norman's office window, from the outside, and comes face-to-face with the man he will come to know as Sir, while Norman tries to protect his grandson. Before Spidey can do anything, Sir lunges at him and tackles him out of the broken window. Sir then catches hold of a ladder hanging from a helicopter hovering nearby and starts to hoist Spidey up the ladder. Meanwhile, back in the Daily Bugle building, Norman Osborn continues his charade and fakes concern for his downed bodyguards, for everyone to see.

Suspended hundreds of feet above the city, Spidey recognizes Sir as being one of Daredevil's frequent opponent, who should be incarcerated in Ravencroft Institute because of his severe psychological issues. Spidey manages to get the upper hand and delivers a solid double-fisted punch to his opponent. Surprised by the unexpected blow, Sir momentarily loses consciousness but Spidey instinctively catches him, saving his life. Sir, however, runs away up the suspended ladder. Dangling from the ladder, Spidey webs Sir up from afar but before he can do anything more about it, a couple metal tentacles come soaring down from the chopper, grabbing hold of Spidey, electrocuting him, which causes him to lose consciousness and be hoisted into the chopper (that is how he was captured).

With Spidey unconscious on the floor, Dr. Angst decides that it probably is a good time to end their experiment, seeing as it's been a long an eventful day. Syringe in hand, he explains to Sir that once Spidey is injected with the content of the needle, Spidey won’t remember anything about what has transpired there. Dr. Angst promises, however, to perform more complex and interesting experiments in the future. As Dr. Angst bends over to shoot Spidey with the needle, Spidey suddenly and unexpectedly regains consciousness and sends Dr. Angst crashing into a nearby pile of electronic equipment. Dr. Angst is stunned that Spidey has the strength to converse and move; especially after all he's experienced. Spidey continues his beating on the evil doctor, who implores Sir’s help. Sir hears the desperation in his employer's voice and views it as a sign of weakness. Holding Dr. Angst by the collar of his shirt, Spidey tells him that the evil doctor, like so many other villains, has forgotten that people are more than automatic responses and instinctive reactions; they are hearts and souls – parts of them which can never be violated no matter how badly someone messes with their minds. Throwing Dr. Angst across the room, Spidey vows to make him answer for what he has tried to do to him. Lying on the ground, Dr. Angst calls for Sir to come and help him but Sir is nowhere to be found. Approaching Dr. Angst, Spidey tells him to tell Norman Osborn that the game cannot go on and that he is going to take him down, if it kills him. Turning to Dr. Angst machines, Spidey starts to pummel them into scrap metal, and tells Dr. Angst that once Osborn takes the big fall, so will he. With that said, and Dr. Angst contraptions all destroyed, Spidey walks away. As Dr. Angst sits in the dark, pondering what to do next, Norman Osborn steps out of the shadows and comments that Spidey is a hot-headed young man and proceeds to ask Dr. Angst what he thinks of him. Dr. Angst explains that Spidey does not scare him. What frightens him is the fact that his disciple, Sir, seemed to have been profoundly touched by Spidey's tenacious spirit and his refusal to lose hope in a truly hopeless situation, but unlike Spidey, Sir has no code against killing.

The end...for now.