As Spider-Man further mutates into a literal spider, Captain America continues to brief Nick Fury on the problem of the sinister Queen, Ana Soria. She is in possession of a bomb that will wipe out all human life in a 600-mile radius, leaving property and insects unharmed, developed by the US Military. Why? In the event of a Soviet conquest, the government was planning to wipe out all life on Earth except for those Americans carrying the insect gene….
The Queen finds the mutated Spidey in an alley and reveals the saliva she passed to him through her kiss initiated the transformation into her ideal mate. When he recoils at the prospect, she beats him into unconsciousness with her shrieks and carries him off telekinetically…. Moments later, the Human Torch arrives on the scene but finds nothing but rubble. He reports back to Reed Richards, coordinating the search with General Ross. Elsewhere, various Avengers and X-Men are combing the city for the missing hero.
SHIELD intercepts a message the Queen tried to broadcast to the nation, announcing what time she will detonate the bomb, and giving sufficient time to evacuate the Northeastern USA. Cap orders the message not to be broadcast to avoid a panic but he doesn’t otherwise know what to do about it….
In her hive, the Queen visits her mate: Spider-Man has mutated completely into a giant spider….