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Bill Foster is in a bed at the Baxter Building, having a nightmare about death. As he dreams, he basically relives his life, recapping his days in Los Angeles and his time at Project Pegasus. Waking up, he comes to the conclusion that if his death is inevitable, he'd rather go back to L.A. and put his affairs in roder than die in a hospital bed. Over Reed's objections, Ben flies Bill back to Los Angeles in the Pogo Plane.

In San Francisco, Spider-woman is investigating a detective case she'd taken on and ends up fighting some thugs. In the battle, she's hit by a radiation blast, but the immunity factor in her blood cures her. As she recovers, she hears the bad guys say they're going to Los Angeles, so she soon packs up and heads there.

In Los Angeles, Ben and Bill Foster are meeting up with Bill's old friends. As Ben embraces his old girlfriend Celia Jackson, Ben wanders away to give Bill a chance to be alone with his friends. Ben finds an unconscious security guard, and soon finds the costumed thugs who've broken in. They're easily taken care of, until Ben finds the man in charge of them- Atom-Smash er! Ben is quickly blasted unconscious.

While Bill and his friends wake Ben, Spider-woman glides in. Bill hopes he can use the "fake" Atom-Smasher to help cure himself, so they all combine forces to track down Atom-Smasher, who meanwhile has finished creating "the ultimate doomsday weapon," something known as the Neutralode.

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