Peter Parker has recently experienced a lot of misery in his life: his best friend Harry Osborn has become a junkie, his close friend Captain George Stacy died in his arms, and Gwen Stacy – Peter's girlfriend – wrongly blamed Spider-Man for her father's death. He has a fatal thought: "for Peter Parker to live, Spider-Man must die!" Peter has been working on a serum to terminate his spider powers ever since he got them, and decides to take it. He then falls into a troubled sleep in which he fights all his enemies, while enduring excruciating side pains. The dream ends with George Stacy's spirit imploring Peter to keep protecting New York as Spider-Man, stating that his powers are both a blessing and a curse. When he wakes up, Peter notices a ghastly thing: he has grown four extra arms. The serum has increased his spider powers rather than nullifying them.