Ana’s plan backfired, releasing Peter from his arachnid form – but something has changed. His senses are enhanced, his body more muscular, and he can now shoot organic webbing from his wrists. These new powers imply untold possibilities for his identity as Spider-Man.

ACT 1: Standing atop a rooftop, Spider-Man contemplates the comings and goings of the citizens on the street below. Something, however, just doesn't sit well with the wall-crawler. His spider-sense now enhanced, he can feel misery creeping amongst them, misery that seems to be coming from a specific location in the neighborhood. He makes his way down to the street level and in the midst of all this emotional chaos, our hero finds an old homeless man, boozed up and begging for money: the source of despair. He takes a good look at the man and realizes that he knows him. Although the man has changed appearances, Peter remembers exactly who he is or who he used to be before going down a spiral of depression and unhappiness. His villain name was Mindworm and he had the power to alter people's perception. He used said power to steal money and jewels by creating illusions in the mind of those that he robbed. Eventually, Mindworm was apprehended by the police and sent to Ravencroft where he became a model prisoner and was soon let out to minimum security. Peter always wondered what happened to him afterward and now he knows. Mindworm is now only a shell of the man he used to be and his misery is projected to everything and everyone within a city block. Feeling great sadness for him, Peter leaves him his umbrella (it is suddenly raining) and heads over to his Aunt May's place for supper.

ACT 2: During supper, Peter isn't much in the talking mood and ends up playing with his mashed potatoes; his thoughts still on Mindworm. Aunt May and MJ notice this and ask him what's wrong. Peter explains what happened earlier that day and May and MJ comfort him. The next few days, Peter, as Spider-Man stops a few bank heists and all the while wonders about what he could have done differently that could have helped Mindworm rather than destroying him the way he did. He wonders if Mindworm ever approached anybody to get help or if he even had a family that cared for him. Peter feels terrible when he realizes that perhaps Mindworm was probably always mentally ill and that he treated him like a common criminal.

ACT 3: A few weeks later, Peter, as Spider-Man, accidentally passes by Mindworm's neck of the woods with some half-baked plan to take Mindworm to a doctor Spidey knows. But as Spidey nears the neighborhood, he realizes that something terrible is going on. A taxi is crashed into a nearby café and people are lying unconscious in the middle of the street. Spidey swings down and checks on them. He realizes that none of them are dead and that they were the victims of a massive surge of neural energy, which is usually expended by anyone who comes under prolonged psychic attack. His spider-sense tingling, Spidey turns his attention to a dark alley where hoodlums are giving Mindworm a hard time about being in "their" neighborhood. One of them smashes Mindworm’s scotch bottle, which sends him into a furious psychic rage. Using his powers, he slams one of them into a wall and then, from his mind, emerges a large creature that goes in pursuit of another one of the assaillants. The creature catches up to the other assaillant and appears to kill him. Back in the alley, Spidey tries to shake off the illusions created by Mindworm while the other assaillants flee the scene. Suddenly, Mindworm lets out a grunt and a large cracking noise is heard. He then falls to the ground motionless. Spidey gets on his knees next to him and tries to wake him up but it is too late. Mindworm is dead. The End.