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In the previous issue, Morbius the Living Vampire returned to Earth, and was forced by a mysterious being called the Empathoid to attack Spider-Man. Spider-Man has just managed to save Glory Grant from Morbius, but now the Empathoid has sworn to make Morbius kill Spider-Man. Morbius starts gliding towards Spider-Man and Glory, still hanging on the wall, leading Spider-Man to bounce off between the walls and get to the ground safely (his web shooters were damaged by a truck in the previous issue). Spider-Man then lets Glory escape, before attacking Morbius himself, although he secretly thinks that his blows will hardly hurt Morbius.

Whilst this is happening, Flash Thompson is leaping across rooftops, in order to reach the room where he saw Sha Shan in the previous issue. When he reaches it, he breaks in and approaches Sha Shan for the first time in a while after being denied seeing her by her boss. However, when Flash tells Sha Shan that he wants to start a relationship with her, she tells Flash that the owner of the restaurant, a man called Achmed, is her husband. Broken hearted, Flash apologises for breaking in before leaving.

Back at the fight, Spider-Man is surprised to see that his one blow has taken out Morbius. A glowing figure then emerges from Morbius's body, and says that he made a mistake in not letting Morbius feed for too long. When Spider-Man questions who it is, the figure says that it is the Empathoid. The Empathoid then says that with Morbius out, Spider-Man will become its new host. Although Spider-Man tries to resist, the Empathoid is immune to Spider-Man's attacks, and starts to fuse with him. Upon doing so, Spider-Man sees how the Empathoid met Morbius. Upon Morbius going to another dimension (courtesy of the Living Eraser in Marvel Two-In-One #15), he found the Empathoid, an artificial creature that feeds on emotions. Normally, there was no one in that dimension to feed on, but upon Morbius arriving, the Empathoid could merge with him, and force him to take him to Earth.

By now, the Empathoid has merged with Spider-Man, and wants to force him to fight Morbius once more, so that he can feed on the emotions of the battle. However, whilst the Empathoid was telling Spider-Man his origin, Morbius managed to escape, and so Spider-Man can't fight him yet. He returns home, and repairs his web shooters, whilst Morbius meanwhile drinks the blood of a mugger so that he can restore his strength. After a night's sleep, Spider-Man is forced out to find and fight Morbius by the Empathoid, which he reluctantly does. After a few hours of searching, he successfully finds Morbius, and engages him in battle, which the Empathoid is very pleased about. During the fight, Morbius criticises Spider-Man for going along with the Empathoid, to which Spider-Man replies that he saw how futile resisting the Empathoid was.

The fight leads to a football stadium, which Spider-Man declares was his goal all along. Naturally, emotions at the match are running high, and so whilst Spider-Man fends off Morbius, the Empathoid overloads on the emotions, and leaves Spider-Man's body before dying. With the Empathoid defeated, Morbius and Spider-Man have no reason to fight, and so the two depart.

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