After rejecting an invitation to a movie from Gwen, and a late-night photo assignment from the "Daily Bugle", Peter, as Spider-Man, calls Dr. Curt Connors for help, who offers him his summer house as refuge. Elsewhere, Michael Morbius is found stranded in the ocean by a boat and taken aboard, only for numerous passengers to then mysteriously disappear. When the crew confronts him, Morbius attacks them and flees. As night falls and the crew goes to sleep, Morbius, now resembling a vampire, returns and feeds on their blood, but is overwhelmed by guilt and attempts to kill himself by jumping into the ocean. He washes ashore and stumbles upon Connors' summer house, which he enters before falling asleep. Meanwhile, Spider-Man is working on a cure for his condition in Connors' lab in the lower levels of the house and, frustrated, smashes a test tube. Morbius is awakened by the noise and attacks Spider-Man. As the two fight, Connors arrives and the stress of being attacked by Morbius causes him to transform into the Lizard.