Dr. Mariah Crawford has developed a cure for Spidey's disease, but she's reluctant to give an untested serum to Spider-Man that may result in permanent loss of his powers or worse. But after an angry outburst from Spider-Man, she hands it over. Peter, at the ESU lab, is secretly observed by Michael Morbius, who then swipes the infected blood sample after Peter leaves for the night. Working alone in the campus bell tower with borrowed equipment, Morbius has an accident which will change him forever...