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Previously, on Spider-Man.

Oh no! I'm losing my spider powers.

You're changing into something that won't be human.

I came to meet you, Professor Charles Xavier.

I'm mutating into what, I don't know.

Peter!

- I am Michael Morbius. - Charmed.

- Is it a date? - You can call it a date if you want.

Great!

No. I'm losing it again.

I don't know where Peter is.

What do you got in the purse, honey?

No!

This does not belong to you.

Are you alright?

You shouldn't be out alone.

How would you like to keep me company?

Felicia, I'm really sorry I missed our...

- Date? - Maybe we can have dinner tonight?

Felicia is having dinner with me tonight.

- Oh. - Ciao, Parker.

Ya, ciao.

Please, help me.

What took you so long to call me for help?

I had to be reminded I need to turn to my friends.

I've been racing for my life. Racing against time.

But now, there's someone who can stop the mutation that is eating away at me.

She's been working on a cure

and now, she says, she may have found it.

It's possible that this is some kind of inter-city midnight ski team.

- Move it! - But I don't think so.

Look out!

- Come on, let me go! - Party's over for you, crash dummies.

Feels like I'm getting a massage by Wolverine, from the inside.

What are you stopping for?

Check it out. Spider-Man don't look too good.

Hey, if we ice him, we can be heroes.

S'matter, you sick?

Maybe you need to get your shots.

I can't believe it.

After all the super villains I fought,

in the end, I'm gonna be [indistinct]?

- Let's nail the son of a gun. - Freeze!

Talk about dumb luck.

Who says cops are never around when you need them?

Hey, Spiderman!

Stop!

HARDY FOUNDATION RESEARCH CENTER

Dr. CRAWFORD.

Do you ever use a door?

Uh uh. Don't believe in them.

- Are you alright? - No. Pain in my sides.

- Tell me some good news. - Look at this.

My new serum seems to reverse the mutation process.

The cells in your blood sample are returning to normal.

- So you found a cure? - Maybe.

They're normal now.

But who knows what will happen in time? We have to wait.

I can't wait.

Doc Connor said I can mutate into some monster any day now.

But if my calculations are wrong,

this serum could remove your spider powers

or destroy you.

Is that what you want?

What I want is to be my old self again.

You must give me that new serum.

I can't, not in good conscience.

Conscience?

Your conscience didn't keep you from using an untested formula

on your boyfriend Sergei Kravinoff.

And when the toxin in the serum

turned him into that madman, Kraven the Hunter,

you found a cure and made him normal again.

If anyone can help me, you can.

Please, hand me that serum or I'll find it myself!

Wait! You're not being rational.

Just give me what I need.

Stop! Spider-Man, don't.

Look at yourself.

You're acting like a monster you don't want to become.

You're right. What am I doing?

No more violence. Here, take it.

I'm sorry, forgive me.

No apologies, not after all you did for me and Sergei.

But, as your friend, I will warn you.

Taking this serum could be a big mistake.

- I'll be care. I promise. - Spider-Man, freeze!

No! Don't hurt him.

I'm glad Doc Connors is leaving the lab open in the evenings.

But if you go back in tonight, you'll be there till dawn.

Of course.

Michael, you've already worked on your neogenics experiment

for 24 hours straight.

Don't you ever sleep?

Not when I compete.

While the rest of you snore, I shall leap ahead.

Well, I'm not going to...

passed out into a petri dish.

I'm going home to bed.

Thanks for dinner.

Sleep well, Debra.

Sleep the sleep of the dearly departed.

I can understand Dr. Crawford being cautious about the serum.

What if it makes me lose my powers, or worse?

Think I'll see what it does to my blood outside my body first.

What was that?

Better not take any chances.

So that was you, Mickey.

Your table manners are atrocious.

Well, back to work... argh!

Hurts more than before.

Well, that's all for tonight, folks.

What are you up to, Peter Parker?

Amazing! Personal science log entry 814.

According to computer analysis,

Parker's sample of engineered DNA might give a person tremendous powers.

This brilliant work will win Parker the job as Connors' research assistant.

Unless I figured out how he did this.

Nothing must stop me from beating him.

Hello?

Hello? Is anybody here? Hello?!

Hey!

Michael!

You were expecting maybe, Bela Lugosi?

Very funny. See if you were expecting this?

But why go through all the trouble to set this up?

It was no trouble. I borrowed...

You mean pilfered.

...borrowed the equipment from Dr. Connors' lab.

I will return it by the time he's back.

Is this an actual neogenic device?

One of them.

And the school is kind enough to supply the power

without their knowledge, of course.

Doesn't that make you feel just a little guilty?

Not at all.

This school will benefit if we get the grant money.

Wouldn't it be easier to work in the school's Iab?

Why all this secrecy, Michael?

Because in America, those who succeed must have an edge.

I didn't realize winning that research job was so important to you.

You are wealthy.

You do not know the poverty, the suffering that I have seen.

My village was a beautiful place

before the appearance of a mysterious virus.

Now it is being destroyed.

It has no one of wealth, no one of priviledge to rescue it.

I promised my countrymen

that I would learn in America and be a success.

Then, one day, I would return with a cure.

I cannot fail them.

Michael, I had no idea.

Argh! A bat!

Yes. I'm studying them.

This one must have gotten loose.

I suspect that bats

carry and spread the horrible disease that threatens my people.

But, these are all healthy.

What kind are they?

Vampires.

Vampires! Don't they feed on...

Yes, but the small animals only,

not people, like in the movies.

Relax, my Princess. I would never let anything harm you.

You, I believe Michael.

It's them I don't trust.

Mary Jane! I feel like a heel for not having called her all week.

But what can I say? "Hi. Let's have a relationship."

"By the way, I'm turning into a mutant."

"Next time you see me, I might look like your last nightmare."

- Hey, isn't that Peter Parker? - Peter!

Hmm. Guess he didn't hear you, MJ.

Or he didn't want to hear me.

I think he's been avoiding me, Liz.

If a man avoids a major babe like you,

it can only mean one thing.

- What? - He isn't human anymore.

Yeah right.

Personal science log entry 827. Getting nowhere.

All my attempts to trace the origin of this DNA have proven negative.

I have got to know how Parker created it.

I will expose the last of this mutated plasma sample to the neogenic process.

Disassemble its components.

It is a dangerous step, but there is so little time.

I am now activating the neogenic recombinator

and I'm going to attempt to mathematically analyse

the mutations that occur in the genetic structure of the blood.

These numbers, they make no sense.

What is causing...

No! No! Get out of there.

No! Let go. Argh!

My hand.

Pain!

My pain's gone for the moment.

How can I live without web slinging?

For tonight, just exercise. No crime fighting.

The pain is too unpredictable.

Hey, Bruce. What do you think?

It's not wrong for me to want to keep my powers, is it?

Knew you'd agree.

Personal science log.

The bite from the bat somehow made me feel stronger.

I feel energy surging through me!

I can hear every heartbeat around me.

And I can defy gravity.

Incredible!

No! My face.

Skin translucent.

Nasal structure distorted.

Hey, I've got to reverse this.

There is something else. I feel a hunger.

Dr. Crawford tries to help me, I run away.

Just like I run away from Mary Jane.

Do we sense a pattern here, Bruce?

I finally figured out what I'm mutating into.

A real jerk.

No! Nooo....!

Please. Don't!

Thank's for listening. I know what I have to do now.

I'm gonna go back to Dr. Crawford so she can finish her tests.

And I'm gonna spend more time with MJ.

I need her now more than ever.

Wonder if she's still on campus?

Argh!

Somebody, call an ambulance! This guy looks really sick.

Now I know what this hunger is.

Like the vampire bat whose genes I have inherited, I hunger for plasma.

I took it through my hands.

I could feel it coursing through his skin right into my fingers!

And as repulsive as it was, I must have more.

Please don't! No!

Back off!

What do you think you're up to, creep?

Leave me alone! Stay away!

That weirdo can fly?

Where that refugee from the rocky horror picture show go?

Whoa!

You're strong.

It's a good think you don't have my spider agility.

The pain! Not now!

Augh. No!

The pain is excruciating.

No! I can not.

He's gone.

He had me totally at his mercy,

but he chosed not to harm me.

Who was he?

How do I even begin to find out?

Huh? What's this doing here?

I have got to know how Parker created it.

The bite from the bat somehow made me feel stonger.

Now I know what this hunger is.

Like the vampire bat whose genes I have inherited,

I hunger for plasma!

Michael Morbius?

Messing with a stolen sample of my blood?

I never should have have left it at the SU.

Now Morbius is in the same neogenic nightmare I'm in.

I can't save myself, at least I can try to save him.

Why is it that everything I touch

everything that touches me gets poisoned?

Whatever happened to Morbius it didn't happen here.

His dorm room is normal too.

But he had to make his transformation somewhere.

Where could he be? And what's his next move?

Where would I go if I were him?

In a way I am him. So how do I feel?

Deep inside, I wish I had someone close to talk to.

Someone who'd help me get through it.

Morbius must want the same.

Felicia, I'm really sorry I missed our...

Date? It's okay, Parker.

Oh, maybe we can have dinner tonight?

Felicia's having dinner with me tonight.

- Ciao, Parker. - Sure. Ciao.

Goodbye, Parker.

Felicia! Morbius will go to Felicia!

Parker! You look terrible.

Has Michael been here?

Not tonight.

- Do come in. - Something's happened to Michael.

You gotta keep away from him.

What are you talking about?

Felicia, I know it sounds weird,

but you absolutely got to stay away from him.

He's dangerous!

I never would have believed it Parker.

I thought you were bigger than this.

What are you talking about?

- You're jealous! - What?

You've come here to try to scare me into not seeing Michael.

You must be crazy to think I'd fall for this.

- Now get out! - But Felicia.

Get out before I call the police!

Ha, of all the nerve.

Felicia.

Argh! Argh...!

You must help me, please!

No! Uh...

I hunger...

No. Never hurt you.

- Michael. You need help! - How do you know?

Morbius, come back!

He's not as strong as before.

Maybe he getting weak from lack of plasma.

I hope that will even the odds.

I need all the help I can get.

Ugh!!! Morbius, wait!

He's headed back to his feeding ground. The university.

Feel so weak.

I need more plasma.

I'll feed on you!

You don't want to feed on me.

You do not know where I've been.

Michael!

Incredible!

He's completely normal again.

The sun must have done it.

Hey! What have you done to that kid?

Stop!

Spiderman, don't hurt me.

I won't hurt you, Michael.

I won't hurt anyone anymore.

You helped me make my decision.

I'm going to take Dr. Crawford's serum.

Please. I'm here to see the patient, Michael Morbius.

He's gone.

Felicia.

Oh no!

He couldn't have left on his own.

He was comatose.

So somebody took him?

How? Not through the window.

We're on the sixth floor.

Wait! That would be no problem for Spider-Man.

He put Michael here in the first place.

What if he's kidnapped him?

Put out an ABP. Spider-Man has gone too far.

Yes?

Sergei, at first, the serum seems to make the cells normal.

But just now, they mutated like crazy.

If Spider-Man takes it, it will change him almost immediately.

I thought the serum was going to help me.

But the pain. It's excruciating!

Nooooo!

No. Noooo.....!!!

TO BE CONTINUED...