Peter Parker's world is turning upside down, inside out and every which way but normal! All his worst nightmares seem to have come to life--but how? And what can he do to stop it?

Peter Parker is drawn into the realm of Nightmare. He suffers humiliation at the hands of Liz and Flash, he is consumed by fear of bills, he is defeated by his many foes and even battles Spider-man. Together Peter and Spider-man decide they can handle Nightmare and he releases them from the dreamworld.