The last above ground nuclear test has far reaching ramifications, linking a prospector, Will Campbell, with Jennifer Walters, the She-Hulk. The director of S.H.I.E.L.D., Nicholas Fury, takes a long overdue vacation, rather than comply with a direct order from the executive board. Wyatt Wingfoot finds the She-Hulk growing pensive on her cousin's birthday. Wingfoot consoles the She-Hulk, offering to take her on a night on the town. "Dum Dum" Dugan stalls the onset of "Operation Green Genes" until he no longer has a choice but to comply. Wingfoot is taken aback by he She-Hulk's wardrobe choice. A contingent of Mandroids place the She-Hulk under arrest. The She-Hulk resists.
To carry out their directive, the Mandroids call for every person on the entire city block, be teleported back to base. The She-Hulk leads the civilians in an escape attempt. The civilians are gassed into unconsciousness. The She-Hulk discovers that they have been teleported to a S.H.I.E.L.D. Heli-carrier. With no means of escape, the She-Hulk, and Wingfoot, allow themselves to be taken prisoner by S.H.I.E.L.D. Agent Dooley threatens to gun down Wingfoot, if the She-Hulk doesn't strip nude in full view of the other agents. Dugan confronts Dooley, citing the junior agent for gross violation of his authority. Dooley threatens to use friends in high places to usurp Dugan's position.
Dugan explains why the She-Hulk has become a concern for S.H.I.E.L.D. Dooley makes good on his threat, as Dugan is ordered back to Washington D.C. Wingfoot is taken into custody. The She-Hulk is led to a medical laboratory, where she is forced to strip nude again. After five hours, the She-Hulk is placed in the same cage, with Wingfoot. The She-Hulk has Wingfoot press the equivalent of her weight, to fool the cage's sensors. The She-Hulk triggers her transformation back into Walters. Possessing a much smaller frame, Walters easily slips through the bars of the cage. Walters turns off the weight sensor. Walters looks for a way to escape.
Walters' presence is detected by S.H.I.E.L.D. Dooley is assaulted by one of the civilians, brought onboard the Heli-carrier with the She-Hulk. Dooley's attacker kisses him, then collapses. Dooley is possessed by a non-human intelligence. Walters, as the She-Hulk, enters Dooley's quarters, discovering that he has been watching her "examination". The She-Hulk destroys the tape of her "examination". The Heli-carrier's port main rotors cease functioning, causing the airship to pitch wildly in the sky. S.H.I.E.L.D. discovers that the She-Hulk has escaped Wingfoot's cage. S.H.I.E.L.D. agents desperately try to get their planes airborne, before they pitch over the side of the Heli-carrier.
One plane crashes into a donut shop, destroying it. One pilot manages to take the controls of another falling plane, but not in time to keep it, too, from crashing into the ground. The She-Hulk discovers the desiccated husk of the dead civilian. A S.H.I.E.L.D. agent sprays the She-Hulk with gunfire. The order to take the She-Hulk in is aborted, as S.H.I.E.L.D. desperately needs her help against "Dooley". The She-Hulk smashes into the master control center, from outside of the Heli-carrier, to circumvent the internal defenses. "Dooley" attacks the She-Hulk, and tries to kiss her. "Dooley's" mouth is full of cockroaches.
The She-Hulk hurls "Dooley" across the room. Upon impact, "Dooley" explodes into a swarm of cockroaches. The She-Hulk lets S.H.I.E.L.D. agents into the master control center. Their attempt to regain control of the Heli-carrier triggers a booby trap. The order is given to abandon the Heli-carrier. Agent Gaffer does everything he can to keep the destructive force of the Heli-carrier's imminent crash to a minimum. The Heli-carrier crashes, thrity-five miles outside of a population center. Gaffer informs the She-Hulk that the are not far enough away. The Heli-carrier's atomic pile threatens to vaporize everything in a one-hundred mile radius.
The She-Hulk is sent in, with instructions as to how to avert the crisis. Inside the nuclear core of the Heli-carrier, the She-Hulk is swarmed by the cockroaches. The She-Hulk emerges triumphant, covered in the crushed remains of thousands of cockroaches. Days later, Mister Fantastic informs the She-Hulk that exposure to the radiation from the atomic pile has locked her into her She-Hulk form. She can never become Walters again. The She-Hulk seems nonplussed by the news. At home, relaxing with Wingfoot, the She-Hulk expresses her fears over how the cockroaches could have known of S.H.I.E.L.D.'s operation against her.