Spider-Man, out of web fluid, is forced to walk home. At the South Brooklyn Psychiatric Facility, Drs. Jefferson and Barnum use a radical new sleep therapy on Dr. Octopus to help cure his paralyzing catatonia when confronted with Spider-Man. As Ock dreams a giant Spidey is attacking him, his police-bunker-secured tentacles sympathetically struggle. At home, Peter designs new web-shooters. In a later treatment, Ock dreams of a city full of Spider-People causing his tentacles to break free and rampage through the streets. Escaping from Spider-Man, they break Ock from the facility. Ock heads to his Hudson River warehouse lair, intimidating the men there into re-joining him. Spidey enlists Kate Cushing and Dr. Jefferson in helping lure Ock back to the facility, where cops surround him. When Spidey arrives, Ock freezes up. However, his arms automatically take over, attack Spidey, and take him to safety. At his hideout, Ock realizes he can’t confront Spidey directly and decides to eliminate him by destroying all of New York City.