Otto Octavius battles his inner demons...
The Story - "Bad Dreams"
Otto Octavius, A.K.A. the Superior Spider-Man is trapped inside his own mind, having an endless nightmare. After briefly being attacked by Peter Parker's ghost (which Otto dismisses as not being real), Otto is tormented by a monstrous manifestation of his father. Meanwhile out in the real world, Spider-Man's physical body is being possessed by a fear worm, who is using it to kill Sleepwalker in a subway station.
Sleepwalker eventually finds Otto in his dreams and attempts to help him overcome his demons so he can regain control of his body. While Peter's ghost is able to hold back Otto's physical body from killing Sleepwalker, Otto manages to overcome his fear of his father by fully embracing his new identity as Spider-Man. Otto is able to pull the fear worm off his body, allowing Sleepwalker to destroy it. Afterwards, Otto ponders why his physical body hesitated to kill Sleepwalker and thinks back to Peter's ghost attacking him earlier, remarking that some aspects of his dream seemed so real...
Chris Yost and Marc Checchetto really nailed their portrayal of the landscape of Doc Ock's twisted psyche. Details like Spider-Man's shadow possessing tentacles, and Otto's monstrous vision of his father being a spider/octopus hybrid made the trip through Otto's head a visual treat. Yost also found a great use for ghost Peter, giving him an important role in the story without him pestering the reader with his unnecessary commentary (as he did over in Superior Spider-Man).
Yost and Checchetto manage to deliver another great installment of Avenging Spider-Man, this time making use of a more obscure Marvel hero.