This issue begins with the apparitions that were attacking Matt Cable, Abby Cable, and Swamp Thing being willed away by Matt, after which he discovers are "...projections of his self-loathing…". Swamp Thing and Matt take Abby to safety in their home. Elsewhere Dennis Barclay and Liz Tremayne are still on their way to pick up medical supplies for Abby. Here Matt begins to explain to Swamp Thing how he first met Dennis.
While all this is happening Arcane and the captured Harry Kay are flying toward Matt and Abigail's home. Aboard the ship Kay is being hung upside down and sprayed with spittle from Arcane's Un-Men to trap him within a cocoon. Here Arcane explains how he came back to life after explaining his death in the previous issue. It turns out that the spirits of the slaves were actually some of his Un-Men who realized how lowly a state they were and attacked him.
Then other Un-Men still in favor of Arcane rebuilt his body and when Arcane was able combined his body with that of an insect. He continued to experiment creating more Un-Men into "insectoid" creatures. He tells Harry that he will soon join them.
Back at the home Matt finishes telling Alec about his ordeal with Dennis. Suddenly they are attacked by Arcane and he captures Abigail. Swamp Thing is stung by a wasp-like human and knocked out. He finds himself aboard the ship trapped in a web, where Arcane is preparing a mind transferring machine. When the rays of the machine fire Harry Kay breaks out of his cocoon, after being partially turned bug-like, and jumps in front of the beam, disintegrating him and reflecting the beam back at Arcane causing him to be thrown into the control panel.
As the ship descends Swamp Thing grabs Abby and tries to find an exit. They meet more Un-Men and Swamp Thing fights them and throws one out of a window which they use to escape landing in the swamp water. The ship crashes and is obliterated in a spectacular explosion. Back on the ground Abigail goes to look for Matt while Swamp Thing turns to make sure his nemesis is dead.