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Jessica Drew awakens from a nightmare, and is comforted by her friend, Lindsay McCabe. While Lindsay makes breakfast, Jessica uses the bathroom, but vanishes in the middle of her shower.

Soon, aboard the Locksmith's private jet, he and his lackey, Ticktock, transport Jessica from San Francisco to their lair in L. A. When she comes to, Jessica finds herself bound in a power-negating harness, and forced to don her Spider-Woman uniform. Then she's led into a cell block where several recently vanished allies and enemies are held captive: Gypsy Moth, the Shroud, Angar the Screamer, Flying Tiger, Killer Shrike, the Needle, Tatterdemalion, Tigra, Poltergeist, the Werewolf, Daddy Long Legs, Nekra, the Enforcer, the Hangman and Dansen Macabre. All are in shackles and cells that restrict their abilities.

As he imprisons Spider-Woman, the Locksmith relates how he was one a successful escape artist, until the exploits of costumed heroes overshadowed interest in his act. He then decided to capture local super-beings and house them in his converted prison. With his escape skills, he and Ticktock made his targets seem to vanish.

With Ticktock's ability to see ten seconds into the future, an escape plan by Tigra is thwarted, but she and Spider-Woman try a new approach. Tigra hurls insults at Mickey Silk (Poltergeist) in the adjacent cell. The hurt and stress cause him to overwhelm his shackles with his mishap-causing powers, which also open the cells housing Spider-Woman and Gypsy Moth. However, a sleeping gas is released, and soon, Locksmith and Ticktock cage them again.

Hours later, Gypsy Moth breaks free of her bonds, revealing she is actually Jessica Drew; before they passed out, Jessica had Gypsy Moth use her fiber manipulating power to swap their outfits, so they would be placed in the wrong cells, where their abilities would be unaffected.

Soon, the prisoners are freed and they confront the villains who surrender without a fight.

Later, Jessica hosts a celebration at her house, but suffers from disturbing visions, such as being chained to her friends and seeing herself as a corpse in a mirror. Trying to ignore the images, she talks in the garden with her boyfriend, David Ishima, who wants to break off their relationship, as he can't handle being part of her super-heroic lifestyle.

The emotional conversation is interrupted by the astral form of Magnus possessing David's body to request Jessica's help. He draws out her spirit and they venture back to 6th Century Europe, where she inhabits the form of a village girl. They then proceed to the castle of Morgan Le Fey. The sorceress immediately senses their presence and attacks them with her magic. She immobilizes Magnus' astral form and dispatches spiders, phantoms resembling Jessica's allies and armored spirits against Spider-Woman. The heroine defeats them all, and punches Morgan, sending her through a tower window. Because Merlin's curse on her forbids Morgan from exiting the castle, she crumbles to dust as she falls.

Jessica and Magnus return to the present day, but her soul cannot re-enter her prone figure. Magnus tells her Morgan apparently killed her physical body from afar before she died. Magnus invites her spirit to his realm, but before leaving, she asks him to erase all memory of her from those who knew her, so as to spare them grief. He agrees and they fade from this plane of existence.

[Final issue of the series. Spider-Woman next appears in AVENGERS Vol 1, #238.]

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