As the Lilin presence within him tries to take over, Morbius' appearance becomes more demonic. In the home of his friend Dr. Jacob Weisenthal, Morbius fights to keep his thirst under control, denying power to the Lilin. With Jacob's encouragement, Morbius regains his human guise through force of will.
Elsewhere, the Werewolf seeks out the Ghost Rider for his assistance. And somewhere in the midwest, Parasite, the Lilin inhabiting the corpse of Martine Bancroft, meets with Lilith. The demon mother encourages 'Martine' to continue trying to draw out Morbius' Lilin side, so as to weaken the Midnight Sons from within.
Maintaining his human appearance with difficulty, Morbius, in his identity of Dr. Morgan Michaels, goes to work at St. Jude's Memorial Hospital. He later accepts a date offered by the flirtatious Mandy.
That night, after slaking his thirst on a would-be rapist, Morbius (as Morgan) goes to Mandy's apartment and is fairly shocked as she reveals her fetishes for leather, serial killers and vampires. She throws herself at him, and despite his mutating appearance, they share a few intimate hours.
Later, unable to resist his thirst or to suppress the Lilin within, Morbius leaves to feed and goes into a frenzy, claiming several victims until the Ghost Rider confronts him. While Martine/Parasite hovers and watches from above, they battle until Ghost Rider gains the upper hand and holds the Living Vampire in his penance stare. The Spirit of Vengeance finds no evidence that the human side of Morbius committed the attacks. He leaves the now calmed vampire with a warning to maintain control, but Morbius' struggle continues. When 'Martine' alights beside him, the Lilin assumes full control.