Penny Perky was an ordinary, yet attractive woman living in New Dork City with her Uncle Ken and Aunt June. She lived her whole life with no one noticing her attractiveness (probably because of the horn-rimmed glasses she wears) but all of that was soon going to change. One day, she walked into a science exhibit featuring an experimental radiation ray that had a spider unknowingly hanging above it. When the spider descended into the radioactive ray, it leaped onto the Peter Parker lookalike Penny bumped into earlier and bites him on the hand, only to not be affected by the radioactivity it inhibits. It then leaps onto Penny's skirt and bites her on the buttock, but Penny mistakes the bite thinking the lookalike slapped her butt, in which she slaps him and leaves the exhibit in anger.
While walking the street, Penny suddenly feels a tingling sensation coming from her hips. As she is watching a man being mugged in an alley, a car speeds towards her and she amazingly dodges it by leaping and sticking onto a nearby wall. Realizing she was bitten by a radioactive spider, Penny decides to use her new powers to fight crime as a superhero. Sewing a bright pink and black unitard with a spider logo on her crotch and matching pink boots, she dons the moniker of Spider-Femme. She then easily stops a house burglar who is entranced by her attractiveness and decides afterwards to use her powers mainly to fight crime and receive more tingling sensations from her body so can feel good.