While gliding about the California coastline, the Spider-Woman encounters an unidentified flying object. Though the Spider-Woman manages to avoid a direct collision with the object, the atmospheric shockwave it generates, drives her into the sea. Upon regaining consciousness, the Spider-Woman returns to her motel. Hearing a knock on her door, the Spider-Woman hurriedly removes her mask and gloves. then covers her costume with a robe. The Spider-Woman, as Jessica Drew, answers the door, to find her friend, and traveling companion, LIndsay McCabe. Drew declines McCabe's invitation to go running.
En route to San Francisco, McCabe, and Drew, run into some heavy fog. A figure races out in front of the car. McCabe swerves to avoid hitting the figure, nearly sending her car over the cliffside. With McCabe momentarily stunned by the impact, Drew is able to use her super-strength, unseen, to pull the car away from the edge. Drew, with McCabe, check on the figure lying in the road. The man is dead, and quite alien in appearance. He has also been shot multiple times. The sheriff arrives. Upon seeing the dead alien, the sheriff arrests McCabe, and Drew, for vehicular manslaughter. While towing McCabe's car, George Perkins is attacked by some thing, unseen, in the fog. In the jail, McCabe, and Drew, are rendered unconscious, by sedatives in their food.
Drew, however, merely feigns unconsciousness, being immune to the sedative. Drew, as the Spider-Woman, follows the sheriff, and the mayor. Some thing enters the county morgue, to inspect the body of the dead alien. It's grief stricken roar draw's the sheriff's deputies. After dispatching them, the creature abducts McCabe. The Spider-Woman arrives at the mayor's estate. Down in the wine cellar, the town doctor is tending to an alien child, clearly being held against it's will. The sheriff receives word regarding the attack at the jail. The sheriff heads out to investigate. The Spider-Woman ambushes the sheriff, and interrogates him. When the sheriff tries to call out his distress, the Spider-Woman subdues him. The Spider-Woman storms the wine cellar.
The Spider-Woman has all but defeated the townsfolk, when she is shot in the back, by the mayor. As the Spider-Woman lies dying, the creature bursts into the room. The mayor grabs the alien child, and makes a run for it. The Spider-Woman subdues the mayor, with a burst of her bio-venom. To draw the creature away from the townsfolk, the Spider-Woman grabs the alien child. The creature pursues. The Spider-Woman turns the child over to the creature, which, surprisingly, lashes out at the child. Driven mad from the pain of multiple gunshot wounds, the creature has gone berserk. Despite her mortal injury, the Spider-Woman has no choice but to engage the creature. The Spider-Woman blinds the creature with her bio-venom, then punches it across the room.
The wine cellar collapses, burying the creature. The Spider-Woman falls, finally succumbing to her injuries. A blinding light heralds the arrival of more aliens, who shoot the Spider-Woman. The Spider-Woman, as Drew, awakens on board the alien ship. The aliens, known as the Tsyrani, have saved the Spider-Woman's life, and healed her injuries. McCabe, and Drew, are summoned before the Matriarch of the Tsyrani, Elhalyn. It is Elhalyn's husband who has been killed by the townsfolk. Elhalyn is about to put the townsfolk to death, when McCabe gives an impassioned speech, quoting Shakespeare, calling for mercy. The Tsyrani are moved by McCabe's words. All are released, with their memories wiped of their encounter with the Tsyrani. McCabe, and Drew, resume their journey to San Francisco.