Labyrinth Spider-Man is used as a pawn in a revenge dream-fantasy which is constructed by his old foe Mindworm. In this dream world, Spider-Man is forced to fight police officers before struggling off the Mindworm's control and going to his old home.
Spider-Man is soon transported into a labyrinth where he a psychologist Joyce Phillips, however during the fight, Mindworm realizes the follies of his criminal ways.
When the dream ends, Peter wakes up and goes to visit Mindworm as Spider-Man, where he learns that Joyce Phillips is really a nurse who has been taking care of the Mindworm since his original defeat at Spider-Man's hands. There Spider-Man learns that the whole experience has made Mindworm take up Spider-Man's credo: "With Great Power Comes Great Responsibility." Deciding that Mindworm deserves a second chance, Spider-Man wishes him luck before departing.
