Scotty McDowell has been placed in cryogenic suspension, to keep a powerful toxin, administered by the Enforcer, from killing him. Doctor Penderson assures the Spider-Woman that he's doing all he can for McDowell. Suddenly, the Fly bursts into the room. Though caught off guard by the Fly's initial assault, the Spider-Woman is quick to retaliate with a burst of her bio-venom. The Fly boasts that the bio-venom has had no effect on him. In truth, the Fly is near defeat. The Fly uses his wings to generate ultrasonic vibrations, to buy himself time to escape. The Spider-Woman is about to pursue the Fly, when Penderson points out that the cryogenic chamber has been damaged.
The Spider-Woman fixes the chamber, long enough for Penderson to order up a new unit. The Spider-Woman sets about to clearing her good name. Rupert M. Dockery, publisher of the Los Angeles Courier, prepares to head out to an awards ceremony. Dockery is confronted by the Enforcer. The Enforcer accuses Dockery of eavesdropping on his criminal schemes, via a bugged cane. One that Dockery purposefully left behind, for the Enforcer, during an interview. The Enforcer further accuses Dockery of slandering the Spider-Woman good name, knowing full well that she was being coerced into aiding in the Enforcer's criminal undertakings. Dockery admits to everything.
His confession has been recorded by Los Angeles Police Captain, Alexander Walsh, and the Spider-Woman, who has been disguised as the Enforcer. Walsh agrees to destroy the recording on three conditions. First, Dockery must refuses to accept the press award. Second, Dockery must appear in court and clear the Spider-Woman's good name. Finally, Dockery must leave Los Angeles. Doctor Karl Malus examines the Fly. The process Doctor Harlan Stillwell used to give the Fly powers is wearing off. Malus proposes transferring the Spider-Woman's powers into the Fly. En route home, the Spider-Woman encounters the Fly.
This time, the Fly uses his ultrasonic vibrations to cause damage to a freeway cloverleaf. The Spider-Woman manages to keep the structure from collapsing, long enough for the civilians to get to safety. The Fly attacks the Spider-Woman. The Spider-Woman, once again, retaliates with her bio-venom. This time, the Fly really is unaffected by the bio-venom. The Fly flees, but not before the Spider-Woman tears a gauntlet from his wrist. The gauntlet has been designed to absorb and store the Spider-Woman's bio-venom. Malus transfers the energy to a weapon, which he then uses to subdue a gorilla. The Fly, gleefully, takes possession of the weapon, but Malus tells him the charge has been spent.
The Fly returns to the hospital, and abducts McDowell. The Spider-Woman, disguised as Penderson, watches the Fly escape, then follows. The Spider-Woman attacks the Fly, and Malus, in Malus' secret laboratory. The Fly's rapidly diminishing powers leaves him no match for the Spider-Woman, and he is quickly subdued. Malus offers to save McDowell's life. Malus reveals that he created the various toxins the Enforcer uses, in his dart gun. Before the Spider-Woman can react, Malus injects McDowell. Malus then surrenders. McDowell revives, seemingly none the worse for wear. In fact, in the hospital later, McDowell ominously states that he's never felt better.