Mr. Templeton evicts Peter for the apartment destruction caused by the Green Goblin. Peter tries all his friends to find a place to stay. Only Flash Thompson, his old rival, is willing to put him up. At Flash’s Far Rockaway apartment, Peter is surprised to find how much they have in common. After Flash falls asleep, Peter decides to web-swing. In a nearby shack, the Mindworm begins his psychic feeding on the Far Rockaway residents. Outside, Spidey discovers the locals moving in a zombie-like state towards Mindworm’s shack. Feeling the same pull, he investigates. Mindworm turns the crowd on Spidey, but he evades them and breaks in. Mindworm attempts to possess him, but Spidey’s will is too strong. He claps his hands over Mindworm’s ears causing him to lose his psychic hold. The crowd disperses, leaving him feeling hopelessly alone.