Kasey Nash has been kidnapped and transformed by Stark-Fujikawa into a armor- clad cybernetic warrior.
We've known her as Kasey Nash, wild rebellious girlfriend of Spider-Man 2099's brother, Gabriel. Now, she goes by the name "Payback", technologically transformed into a living weapon and merged cybernetically with an incredible suit of armor courtesy of Stark-Fujikawa. Flying through the air, Payback aims herself like a missile heading for Alchemax for revenge.
While Xina continues to help her ex-boyfriend, Miguel, Gabriel knocks frantically on the door seeking help from his super-powered brother finding Kasey. While they talk, Payback zooms by. Gabriel explains that she'll listen to him...she's in love with Spider-Man!
Soon, some Flyboys try to shoot Payback out of the skies. Using her "bug zappers", she shoots electrically charged cables into the hoversleds. The cops parachute away, leaving Payback unable to disconnect herself from the falling sleds. Spider-Man comes to the rescue, severing the cables with his talons. Reaching safety, Spidey tried to talk some sense into Kasey. She recognizes the voice and mistakes him for Gabriel. Suddenly, Risque appears and shoots Payback down with a finger-gun. Spidey leaps to rescue a plummeting Payback, while a punning Risque takes some easy shots at a distracted Spider-Man. Payback crashes to the ground, while Risque lands a shot on Spider-Man's leg. Some Flyboys arrest Payback, as Gabriel pulls a gun trying to defend his girlfriend. Tyler Stone enters the scene, and instructs his soldiers not to arrest Gabriel. They understand, and proceed to kick and batter Gabriel.
Meanwhile, Spider-Man and Risque tangle in the skies. As Risque thrusts away from Spidey, her jacket is pulled off and her true body is revealed - she's more robot that human. Risque pins Spidey to the ground and forces a kiss. Spidey bites her, poisoning her with the venom in his fangs. With a final punch, Risque is knocked down for the count.
Spidey tries to attend to his beaten brother when another old friend enters the scene - Venture, pointing a gun, asking for a chat about his sister!