Spider-Man is following the buzzing of his spider-sense, which leads him to an unused factory. Spidey wonders what could possibly be so dangerous here, and then he spots Mysterio leaving the factory. Mysterio gets into a car and drives away. Spider-Man shoots a web-line onto the car, and follows along!
Inside the Headmen's lab, Nagan compliments Dr. Morgan on his excellent work. Morgan taps a few keys on his control panel and She-Hulk's headless body gets up off the operating table and begins walking around! Ruby asks about testing the strength. Morgan says that based on the other tests that he figures She-Hulk's strength is undiminished. Nagan says that it is now time for him to add the crowning achievement!
The story takes a break for a page, while the She-Hulk's disembodied head tells a joke. "Woman calls up her husband. Says 'Honey, I just had my face lifted!' He says 'No! Who'd steal a thing like that!'" Someone off-panel throws a pie in She-Hulk's face, and then we return to the story, after a significant time-lapse.
Spider-Man has captured Mysterio after what was apparently a very difficult battle! The street is torn up, and it looks like a war zone. Spider-Man asks Mysterio why he was fighting so hard to protect a briefcase full of play money. Mysterio is shocked, and Spider-Man assumes that also means that Mysterio wasn't aware of the little gadget hidden inside the briefcase, which sent out the signal that drew him there. Mysterio is furious to realize that the Headmen set him up! He tells Spider-Man that it was the Headmen who hired him, and that they had him kidnap She-Hulk for them.
As Spider-Man returns to the factory, he reviews what he knows about the Headmen. Arthur Nagan's research on apes for inter-species transplants backfired when they stitched his head onto a gorilla body. Jerome Morgan's experiments accidentally shrunk his skeleton, but not his skin. Ruby Thursday's head was replaced with a globe that projects a weird plastic material. The final member of the group was a busted psychic named Chondu.
In the lab, Chondu is out of his cage, and flying around the room in a frenzy. Morgan had tried to sedate him, but Chondu was too agitated for the normal dose to work. Ruby tries to restrain Chondu with several ropes from her globe, but he is too wild! He pulls her right off the floor, but Spider-Man swings in and catches her. He then pins Chondu to the ceiling with a web. Spider-Man turns to Ruby and asks if she isn't supposed to be dead. Ruby says that she was, but she got better, and then she lashes out at him with a giant hammer! Spidey manages to dodge at the last moment, thanks to his spider-sense! Ruby then fires off a barrage of darts, but he evades them! Nagan attacks next, but he is no match for Spider-Man's strength. Morgan opens a panel in the wall, showing Spider-Man She-Hulk's head! He then activates the remote, and sends She-Hulk's headless body against Spider-Man! Morgan warns Spider-Man that if he harms She-Hulk's body, her head will die!
As Spider-Man dodges blows from the headless She-Hulk, Jennifer wakes up and is horrified to see her headless body!
Nagan orders everyone to attack Spider-Man at once, to overwhelm his danger sense! Spidey manages to dodge the three Headmen, but She-Hulk grabs a hold of his leg, and bashes him against the wall! Nagan says that this is excellent. He says that now they have a choice of bodies for the transplant!
Meanwhile, at the Municipal Building, Wheezi rushes to give D.A. Towers the A.P.B.s on Stilt-Man's prison break. Towers wonders why Wheezi is showing him these again, since she showed them to him two hours ago, but Wheezi says that the readers weren't there then, and that it is important set-up for next issue that they know that Stilt-Man is after him.
Back at the lab, Nagan has completed the transplant of Chondu's head. Chondu awakes, and when he rips off the surgical gown, he is horrified to see that Nagan has given him She-Hulk's female body! Nagan explains that Spider-Man's unique biochemistry made it impossible to use his body. However, he tries to convince Chondu that it doesn't matter, since it is the mind that matters, not the body. Chondu isn't buying it, and starts tossing Nagan around the room in a fit of rage! He lifts Spider-Man's body off the examination table, and tells Nagan to find a way to give him Spider-Man's body if he wants to live! At that moment, Spider-Man wakes up, and punches Chondu in the face! Chondu's head goes flying off, much to Spidey and Jennifer's disgust. However, when Spider-Man examines the body, he realizes that Chondu's head wasn't fully attached to the body--it was wired into the control collar at the neck. He also figures out that this isn't really She-Hulk's body--it is a clone. Jen is trapped in a neural neutralizer harness that prevents her from feeling her body.
Soon after, She-Hulk has freed herself from the harness, and she and Spider-Man are pursuing the Headmen, who are trying to escape in some high-tech tank. Jen tells Spidey to drop her down in front of them. Spider-Man is worried about that plan, since he is afraid Jen will get hurt, but he does as she asks. The tank runs right into her--but She-Hulk rips it apart with her bare hands!
While Spider-Man takes out Morgan and Ruby, She-Hulk catches Nagan, who is trying to leap away. She knocks him out, and Spider-Man wraps up the others in a web.
Once the police have taken the Headmen away, She-Hulk asks how Spider-Man realized that the body was a clone. He tells her he found a tiny little vestigial head inside the control collar. Jen realizes that the Headmen probably couldn't find a saw blade that would do more to her than scrape off a couple of skin cells. As the two heroes walk away, Jen quips that at least Chondu has found a way to stay "ahead" in the world.