S.H.I.E.L.D. agent, Jerry Hunt, and his girlfriend, Jessica Drew, are relaxing on the beach. Hunt and Drew engage in some amorous activity. Drew interrupts them, when she spies the Gypsy Moth, silhouetted against the moon. Against Hunt's protests, Drew pursues the Gypsy Moth, as the Spider-Woman. The Spider-Woman's glider wings are no match for the Gypsy Moth's actual wings. The Spider-Woman gives up the chase. Hunt angrily confronts the Spider-Woman over abandoning him.
The Spider-Woman, as Drew, returns home, early, from her date with Hunt. Drew speaks with her landlady, Priscilla Dolly, briefly, never noticing the Brother Grimm doll in Dolly's hand. Drew finds an invitation, and a dress, waiting for her, from her mentor, Charles Magnus. Drew arrives too late to catch Magnus' magic act. Drew finds Magnus amid a group of fawning admirers. Magnus, with Drew, are invited to a swank party in the Bel Air District. Magnus blends right in, but Drew feels isolated from the other party guests.
Once again, Drew spies the Gypsy Moth, silhouetted against the moon. The Gypsy Moth causes the dresses of the partygoers to form cocoons around their bodies. Drew asks Magnus to transform her dress into her Spider-Woman costume. The Spider-Woman confronts the Gypsy Moth. The Gypsy Moth causes the Spider-Woman's costume to begin unraveling, at the midriff. Gathering up the threads, the Gypsy Moth tries to slam the Spider-Woman down onto a rooftop.
The Spider-Woman is able to recover before impact. Feeling a kinship with the Gypsy Moth, the Spider-Woman offers her friendship. The Gypsy Moth spurns the Spider-Woman. Gathering up the threads of the partygoers' attire, the Gypsy Moth spins a cocoon around the Spider-Woman, then drops her into the pool. The Gypsy Moth continues to draw threads up to her, from the partygoers' dresses. The Spider-Woman manages to extricate herself from the cocoon, before she drowns in the pool.
Once again, the Spider-Woman attempts to reason with the Gypsy Moth. Hunt appears, and shoots the Gypsy Moth. In anger, the Spider-Woman renders Hunt unconscious, with a burst of her bio-venom. The Spider-Woman rushes the Gypsy Moth away. In a secluded park, the Spider-Woman tends to the Gypsy Moth's injury. Deciding that the Gypsy Moth's acts of vandalism were, largely, harmless, the Spider-Woman lets the Gypsy Moth go free. The Spider-Woman waits for Hunt, in his car. The two lovers have nothing to say to one another.