Scotty McDowell lies near death, inside a meat locker. The Enforcer has agreed to supply the Spider-Woman with an antidote, to the toxin coursing through McDowell's system, in exchange for her assistance in stealing ten million dollars, spread out over several robberies. Rupert M. Dockery, publisher of the Los Angeles Courier, has secretly planted a bug in the Enforcer's lair, allowing him to listen in on all the Enforcer's schemes. Dockery uses this information to make sure one of his news crew is on site, when the action goes down, thus ensuring that the Los Angeles Courier gets the exclusive. Photographer Peter Parker boards a passenger plane, en route to Los Angeles.
Parker plans on investigating the Spider-Woman's switch to villainy. The Enforcer, with the Spider-Woman, hijacks the plane, in mid-flight. The Enforcer gains access to the cabin. The air marshall makes an attempt to stop the Enforcer, getting shot in the face for his trouble. The Enforcer's toxic dart temporarily blinds the air marshall. In the ensuing confusion, Parker slips away. Parker confronts the Enforcer, as Spider-Man. The Enforcer quickly realizes he is no match for Spider-Woman, and screams out for aid. The Spider Woman confronts Spider-Man. Much to his astonishment, Spider-Man finds the Spider-Woman actually attacking him, while the Enforcer escapes.
Spider-Man pursues the Enforcer, and the Spider-Woman, back to their plane. The Spider-Woman unleashes her bio-venom on Spider-Man, knocking him loose from the plane, and sending him plummeting to his death. A hastily fashioned web-parachute saves Spider-Man's life, as he falls into the Pacific Ocean. NBC newsman, Sam Chulin interviews Dockery. The Spider-Woman learns, from a news broadcast, that Spider-Man did not survive the fall. Suddenly, Spider-Man bursts into the room, alive and well. Suspecting a connection between Dockery and the Enforcer, Spider-Man eavesdropped outside Dockery's office window, learning the location of the Enforcer's headquarters.
Spider-Man quickly beats down the Enforcer's gang, but the Enforcer gets the drop on him. Knowing that she is consigning McDowell to death, the Spider-Woman takes down the Enforcer, saving Spider-Man's life. The Spider-Woman reveals McDowell to Spider-Man, as an explanation for why she seemingly turned criminal. The Enforcer reveals that he never had an antidote to his toxin. The Enforcer has been using the Spider-Woman all along. The Spider-Woman rebuffs Spider-Man's concerns. Spider-Man departs Los Angeles, a bit upset that the Spider-Woman was so ungrateful for his assistance. McDowell is placed in cryogenic suspension, his future uncertain.