Bad Dreams

Spider-Man wakes up and finds himself in the middle of a street of a suburban neighborhood. As he walks around the deserted street he hears a young boy calling for help. He is surprised to see that the boy is Otto Octavius’ younger self who is desperately looking for his glasses, fearful of what his father might do if he learns that Otto lost them again.[1] That’s when May Parker comes out of a home wearing a wedding dress, telling Otto to come back inside because he is going to hurt himself.[2]

That’s when Spider-Man is attacked by the ghost of Peter Parker, who demands that Otto give him his body back.[3] As Parker attacks Spider-Man, Otto’s younger self tries to get him to leave before his father returns to hurt him. That’s when a massive octopus monster appears in the sky and begins attacking him. It’s attack separates Spider-Man from the ghost of Peter Parker. Otto flees from the creature and quickly realizes that he’s afriad.

In the real world, Spider-Man’s body is locked in the battle with Sleepwalker in a subway station. Spider-Man is asleep and Sleepwalker is trying to get the web-slinger to wake up. He tries to blast Spider-Man with his warp gaze and misses. The beams strike a support pillar forcing Sleepwalker to break off his attack to save some commuters from being crushed by falling debris. This allows Spider-Man to ambush him. As he the wall-crawler savagely attacks Sleepwalker, the alien creature tries to convince Spider-Man that he is not in control of his facilities and to fight the entity influencing his actions. When Spider-Man finally speaks, he begins talking in some strange language.

Inside the Mindscape, Spider-Man continues to try and get his younger self to safety from the octopus monster that stalks them. The creature has taken on a more humanoid form and snares Spider-Man in one of his tenticles. The creature then begins mocking and its hideous face transforms into that of Tobert Octavius, Otto’s father. Otto is shocked to be face-to-face with his father who disappears after he punches Spider-Man in the face. He looks for his younger self but cannot find young Otto. When Spider-Man realls the time he lost his glasses as a child and got a beating from his father, he is attacked by the octopus creature again. This time, he is saved by Rick Sheridan — the Sleepwalker’s human host — who is in the Mindscape to save him. When Spider-Man asks who Rick is, he tells the web-slinger to call him the Sleepwalker and assures him that he is there to help.

In the waking world, the real Sleepwalker manages to hit Spider-Man with one of his warp beams and almost succeeds in exercising the Fear-Worm that has latched onto Spider-Man. However, the creature has gained great strength from the nightmares inside Spider-Man’s mind and quickly repossesses his victim.

Back in the Mindscape, the scene has shifted to an old lab where Otto Octavius worked. Rick asks Spider-Man what happened to him to get trapped here. Spider-Man recounts being on control when he saw people fleeing out of the subway. When he went in to investigate he found a man had killed a number of commuters with a knife. The killer appeared to be in some kind of trance. When Spider-Man tries to subdue the killer some entity left his body and took possession of him. Rick explains that he has been possessed by a Fear-Worm. When questioned about the Doctor Octopus imagery in his dreams, Spider-Man lies and says that it is his guilt over not being able to save the life of Doctor Octopus.

Soon, Spider-Man is attacked by the monster that resembles his father. As he fights in both the Mindscape and the waking world, both Rick and Sleepwalker tell Spider-Man to fight the creature, warning him that if he doesn’t fight back it will take permanent control of his body. In the Mindscape, Spider-Man finally stands up against the creature that resembles his father. As he pummels the monster, he tells it that Otto Octavius is dead and all that is left is the superior Spider-Man. At the same time, in the waking world, Spider-Man has expelled the Fear-Worm from his body and is beating the creature to death. Successfully pulling the Fear-Worm out of his mind, he denies its pleas for mercy and tosses it into the air so Sleepwalker can destroy it with his warp vision.

When Sleepwalker explains that the Fear-Worms were creatures that were thought to be dead for millennia and that these types of threats are why his people police the Mindscape. Spider-Man blames Sleepwalker for allowing the creature to take possession of him and warns him to do a better job in the future. Sleepwalker offers a sheepish apology before fading away. Later, while reflecting on the situation, Otto thinks about how he was attacked by the ghost of Peter Parker in his dream and is chilled to the bone over how real it seemed.

Recurring Characters

Spider-Man, Sleepwalker, Rick Sheridan, Peter Parker

Continuity Notes

1. Otto Octavius grew up with an abusive father who, in particularly, gave his son a thrashing if he ever lost or broke his glasses because they were expensive to repair. This was first explored in Spider-Man Unlimited #3.

2. Otto Octavius once almost married May Parker. See Amazing Spider-Man #131

3. Doctor Octopus swapped bodies with Peter Parker in Amazing Spider-Man #698-700. Although Otto assumes that Parker had died, his consciousness continues to live on secretly in his mind as we’ll learn in Superior Spider-Man #1. This will ultimately lead to Parker reclaiming his body in Superior Spider-Man #31.