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Peter laments over his totaled apartment following Spider-Man’s battle with Green Goblin. Although invited to stay with Flash Thompson, Peter reconsiders when he finds out Flash lives in faraway Queens! Plus, the introduction of Mindworm, a strange mutant with the ability to manipulate emotion.

Spider-Man, with his mask off and lacking three days of sleep, surveys the damage done to his apartment by the Green Goblin's bomb. His thoughts are interrupted by the persistent knock of Mr. Templeton the landlord. Quickly changing into his street clothes, Peter lets him in. It takes only a few minutes for the landlord to survey the apartment and shred Peter's lease. He gives Peter until tomorrow morning to vacate. Peter in desperation calls his collage classmates one by one but nobody he knows has room for an extra roommate. Finally, with some reluctance, Peter telephones Flash Thompson. Peter barely has a chance to explain his situation when Flash agrees to let Peter move in with him. Previously, Peter had not thought of Flash as particularly friendly towards him. Their telephone conversation shows that Peter misjudged him. With his belongings packed, Peter takes a yellow cab to the far Rockaway section of Queens, where Flash lives in an apartment paid for with money left over from from his G.I. student loan. Peter is deposited at Flash's rather lonely apartment apartment complex, unaware that the strong emotional emanations from his mind have been picked up by the peculiar mutant called the Mindworm. The Mindworm lives in a dilapidated shack near Flash's building and "feeds" on the emotions of those around him. Peter's emotions are deeper and his sense of life is far more complex than those of other people who live in the area. When Peter's emotions are added to the psychic energy of the others, it is almost more ten the Mindworm can stand. The misshapen creature seats himself in the lotus position and places himself into what appears to be a meditative trance, but he is actually "feeding." Peter and Flash talk well into the night, discussing Flash's army career, old times, and sundry other topics. When Flash falls asleep, Peters dons his Spider-man costume to do some web-swinging around Far Rockaway. As soon as he leaves the building, he sees in the glow of the streetlights below a large crowd of people moving like zombies toward a ramshackle house on the seashore. When he re-enters the apartment, he finds the door open and Flash gone. Quickly running down the outside of the building, Spider-Man see that Flash has joined the sleepwalkers, who gather helplessly around the house. Then Spider-Man feels the Mindworm's mental pull, and his spider-sense starts to tingle a strong warning. His inner strength allows Spider-Man to resist the compulsion to join the sleepwalkers, and he decides it is up to him to save them from what-ever has caused their lemming-like behavior.

Meanwhile, the Mindworm revels in the intense mental energy of the hundreds of people he has drawn, and as he feeds on this power, he recalls his birth and his childhood. The Mindworm's parents lived in a town near where the government opened an experimental compound. Soon the town's hospital experienced a rash of abnormal births. The Mindworm was the only child who was not stillborn. At first his parents were thankful he was alive, but soon they were both struck by a malaise whose source they never fully understood. Over a period of several months, the Mindworm's mother became a haggard, living corpse, slowly losing her strength and eventually dying. His father also weakened, and then, half guessing the reason behind his wife's death, ran in front of a speeding car. The source of the malaise was, of course, the Mindworm himself, exercising his mental powers and feeding off the guilt his parents felt when their lives began to collapse around them. Born with a markedly enlarged cranium and a harelip, the infant Mindworm, with the selfishness common to all infants, did not then-and still does not-see himself as the cause of his family's destruction. But a vague feeling of guilt stayed with him all his life. When he was placed in an orphanage, his grotesque appearance made him an object of ridicule. He was constantly bullied by one boy in particular, until he used his mental power to scramble the bully's brain. He spent years building up his strength at the orphanage to keep the others from harrasing him, and by the time he left, both his mental and physical strength were tremendous. He would never have to worry about being bullied again.

Suddenly, the Mindworm senses Spider-Man in the crowed outside. Simultaneously, a police car with two officers arrives. The policemen radio for help, but before they can respond to their dispatch sergeant, they become part of the mesmerized throng. Spider-Man discovers that he can dp nothing with the crowd. Then he finds himself in deadly danger when the Mindworm mentally orders the crowd to kill him. As the police seal off all of Far Rockaway, Spider-Man uses his superhuman strength and his webbing to flight off the Mindworm's minions. Spider-Man determines that the mental commands are issuing from the house the crowd was surrounded. Breaking through an upper-story wall, Spider-Man quickly finds the Mindworm, still seated cross-legged in the middle of a room. The Mindworm bends his will toward Spider-Man, and the crimefighter staggers as he feels the strength drained from his very soul. But slowly, Spider-Man's will to resist fights back, and he stands erect once more. Then he delivers a crashing blow that sends the Mindworm reeling into the wall. As the powerful Mindworm struggles with Spider-Man, he explains that Spider-Man's emotions are too intoxicatingly deep for him to endure and that he must crush Spider-Man so he cannot hear his mind anymore. The word "hear" inspires Spider-Man to slam his hands against the Mindworm's ears, which sets off a ringing in the mutant's head that makes it impossible for him to maintain his mental control over the crowd outside or to continue fighting, The Mindworm staggers outside as the crowd begins to drift away, all to return to their homes unaware of what has transpired, just as they had been unaware for the several years that the Mindworm lived among them feeding on their emotions. Police helicopters land next to the Mindworms shack, and the police find Peter Parker and Flash Thompson standing over the prone mutant. As the Mindworm weeps and beats his fists against the ground, the real reason he drew the crowd of people to himself night after night becomes evident: He cannot stand to be alone.

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