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In the skies of L. A., Spider-Woman had fought the Hornet, who, unknown to her, is actually her wheelchair-bound friend, Scotty McDowell. He evades her and returns to his apartment, surprised to find Dr. Karl Malus waiting for him. Malus injects him with a formula to enhance the hornet powers he developed for McDowell, but it has a side effect: Scotty begins to lose his grip on reality. Malus has him phone Jessica Drew with information about where the Hornet has been sighted, so as to set up an ambush.

The two combatants meet above the shoreline of L. A., and they trade blows, the Hornet shrugging off Spider-Woman's venom-blasts. She begins to overpower him with fisticuffs, and again he evades her. He goes back to his home, where Malus chides him for his clumsy attack. Thinking he needs his back-up plan, Malus calls Jack Russell (the Werewolf) who had contacted the doctor earlier inquiring about a cure for lycanthropy. They set up an appointment at Malus' lab.

Later, Spider-Woman visits Scotty and is disturbed to witness his erratic behavior, and afterwards, leaves to search for the Hornet.

When Jack meets Malus, expecting a cure, the doctor attaches a device to his neck and back, which gives Malus total control over Jack and the Werewolf. He takes Jack out on a test run outside an opera performance, ordering him to transform and then destroy a priceless sculpture, and Jack obeys.

Unable to locate the Hornet, Spider-Woman returns to Scotty's apartment which has been ransacked, and Scotty is missing. A note from the Hornet tells her to meet him at a Metro Movies studio lot.

Part 2: "The Showdown" - Spider-Woman reaches the old western set, and the Hornet hurls Scotty's wheelchair at her, implying he killed her friend. Then Malus, over a loudspeaker, orders the Werewolf to kill her, and he lunges from the shadows. Spider-Woman repeatedly flies out of his reach, then swoops back to strike him in an effort to wear him down. A blast from the Hornet nearly hits her, then the Werewolf grabs her. She hurls the man-beast into the path of another blast, briefly stunning him. The Hornet ceases his attack, instead acting insane, singing and dancing in the air. The Werewolf again attacks Spider-Woman, but this time she notices Malus' control device, and rips it off him. He reverts to Jack Russell, and after she fills him in on what Malus did, he becomes the Werewolf again and accosts the doctor.

Spider-Woman overwhelms the delirious Hornet, and removes his mask to find he is Scotty.

Five days later, he is recovering in a hospital and is visited by Spider-Woman. He promises her his Hornet days are over.

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