After a shooting pain runs through Peter Parker's head, nearly causing him to black out, he leaves his Manhattan apartment and lovely wife Mary Jane behind to change into Spider-Man and seek out the source of his distress. The source: the Queen.

Simultaneously, Steve Rogers, better known to the world as Captain America, is informed by a high-ranking government agent that Ana is on the loose. The good Captain pursues her.

Upon his arrival at the skyscraper, Captain America and Spider-Man encounter one another. For the Captain, Spidey is an added element that will most likely be a pain in his side. For Spider-Man, Cap's help is welcome but unnecessary.

Spider-Man heads directly for the roof where the Queen has set up her throne. Forced to take the stairs, Captain America arrives too late to help Spider-Man, who has been rendered helpless by the Queen's power.

ACT 1: When Spider-Man regain consciousness, he is webbed up to wall inside a newly constructed "hive", built by the Queen’s mindless drones. The Queen approaches him and begins kissing him once again. Spider-Man, however, comes out of his trance-like state and rebukes the Queen's advances. The latter is furious and begins slapping Spider-Man violently, until he blacks out once again.

ACT 2: Meanwhile, Mary Jane Parker, Peter's wife, is out grocery shopping with Flash Thompson when she runs into Aunt May. Aunt May tells MJ about the kissing incident, which seems to be new news to her. Realizing that MJ was unaware of the kissing incident, Aunt May walks away in shame. Elsewhere, highly ranked generals of the United States army meet with Nick Fury, the head of S.H.I.E.L.D. Together they await news from Captain America, who is inside the building. The good captain is indeed inside the building, however, he is bound upside down by the same webbing holding Spider-Man in place. Ana is next to him, taunting him. Using a razor blade hidden inside one of his gloves, Captain America slowly cuts himself free from the webbing and using his shield, which lies against a wall nearby, breaks Spider-Man free from his web prison. Ana's mindless drones immediately surround them and begin their attack. Spider-Man and Captain America ferociously defend themselves against their assailants and eventually fence off Ana back to the rooftop. Spider-Man goes after Ana, but she uses her powers of telepathy to ruthlessly order some of her mindless drones to jump off the ledge of the building to their deaths to prove to Spider-Man that she has limitless control on anybody. Spider-Man is revolted at the display of Ana's mercilessness and confronts her. However, she uses her amazing powers of persuasion to put him under her control once again. Meanwhile, Nick Fury has had it with waiting around for some news from Captain America so he orders a fighter jet to drop a bomb on the rooftop where Ana and Spider-Man are located. The fighter jet drops the bomb but Ana deflects its course with the mere swift of her hand. Her back turned, Ana doesn't see Captain America run towards her, shield in hands, until the last possible second. The latter pushes her over the edge of the building towards her apparent death. As she is seen falling down, Captain America radios Fury to tell him of the good news and then proceeds to check on Spider-Man who is slowly regaining consciousness. After exchanging a few words, Spider-Man web-slings away, leaving Captain America to ponder about a few things.