Amazing Spider-Man, The (1963 series) #138

Peter Parker sits amidst the ruins of his demolished apartment, wondering if things can get any worse. He’s immediately answered when his landlord, Mr. Templeton, comes by to inspect the apartment. After seeing the extent of the damage, he succinctly evicts Peter and tells him to be gone by the following morning! An hour later, after having exhausted all of his other college classmates, none of whom have room for an extra roommate, Peter calls up his last hope, Flash Thompson! Given their history, Peter’s isn’t expecting Flash to be receptive, but it turns out Flash heard Peter got evicted and tells Peter that he can stay with him for the time being! Pleasantly surprised, Peter immediately takes a cab to where Flash lives in Far Rockaway and gets the lay of the land from the cab driver. As Peter enters Flash’s apartment building, a strange figure called the Mindworm senses his arrival, drawn in by Peter’s strong emotions, and watches him from a building not too far away! The Mindworm then sits on his floor and begins to meditate, reaching out with his strange psychic power!

Later, Peter gets situated in Flash’s apartment and he and Flash end up talking for hours, discovering that the two of them actually have a lot in common! Flash falls asleep but Peter doesn’t feel like sleeping yet and decides to go out swinging as Spider-Man. As soon as he climbs out of the window, however, he spots practically every person in the area mindlessly walking towards a far-off building, as if they’re sleepwalking! He heads back inside to find Flash gone and soon discovers him in the crowd of mindless sleepwalkers as well! Spider-Man then feels a strange force compelling him as well but is able to resist it more than the others. As everyone surrounds the house, the sheer amount of psychic energy floods through the Mindworm, causing him to think back to his childhood. He remembers being born a freak, and how his strange power affected his parents. He drained his mother of her emotions and mental energy until she died, and in his fear, his father ran outside and was struck by a car. This continued as he mentally sedated a bully at the orphanage he was sent to, and as he grew, he trained his body as well as his mind so as never to become a victim again, leading him to the abandoned shack he now resides in.

Two cops pull up to the strange occurrence and are able to make a call in to their superiors before they’re entranced as well. The superiors, feeling panicked, put in a call for a riot squad! As Spider-Man tries to make his way through the crowd, the Mindworm senses his presence and commands the crowd to kill Spider-Man! They all pile on Spidey until he’s able to throw them off and web them back, as at that moment, the riot squad prepares to head right there and cordon off the area! Spider-Man breaks through the wall and finally comes face to face with the Mindworm. The Mindworm attempts to drain Spider-Man of his emotions, bringing him to his knees! Miraculously though, Spider-Man is able to push through it and fight back, eventually standing and striking back at the Mindworm! The Mindworm increases his efforts, eventually tackling Spidey in an attempt to crush his ribs! Spidey ends the fight by boxing Mindworm’s ears and as he stumbles outside, his ears ringing in pain, all those under his effect begin to come back to their senses and wander off. As the riot squad finally arrives, the Mindworm breaks down, not wanting to be alone, as Peter and Flash decide they should get some sleep after this long night.