Very few know the real story behind the Queen. During World War II, Ana Soria was singled out for her mutant gene and used as part of a failed Super-Soldier experiment. Abandoned in a military asylum, Ana developed into a new subphylum with both insect and human properties. She escaped with the ability to control all insects – and the one-third of the human population carrying the insect gene.

Peter Parker is one of the unlucky few. Ever since he encountered Ana as Spider-Man, a bizarre transformation has been unfolding. After a period of strange dreams, physical changes and troubling telepathic connections to his foe, Peter's transition is almost complete – he is literally becoming a spider.

Now, Ana controls a device that threatens to destroy all human life within six hundred miles, leaving only animals, insects and her own followers intact – and leaving her to rule them all!

ACT 1: Mary Jane is worried about Peter. Aunt May tries to comfort her, but to no avail. She has good reasons to be worried, as miles away, Peter's bizarre transformation into a spider continues. Meanwhile, at the Veteran's Hospital on 57th Street, Nick Fury is trying to make sense of what Captain America is telling him; that a bomb was created by the American government during the Second World War to destroy the Russians in the event they would invade the United States. This bomb would eradicate every human being in a six hundred mile radius except Americans carrying the insect gene, which is what the government experimented on back in 1946 on the Bikini Atoll when it subjected a select few carrying the M and X genes to high dosages of a controlled radioactive catalyst.

ACT 2: Elsewhere, Peter is trying to fight off his transformation into a spider when the Queen confronts him. She tells him how she transferred some of her saliva – into his mouth when she last kissed him – which contained the right genetic material to initiate his change. Furious, Peter attacks her but she easily takes him down and takes him back to her hive.

ACT 3: In the meantime, elsewhere, the Human Torch, Scott Summers (a.k.a. Cyclops), Iron Man, the Wasp, Captain America, Reed Richards (a.k.a. Mister Fantastic) and even Detective Garrett have joined forces with Nick Fury and his agents of S.H.I.E.L.D., and with the New York City Council, to find Spider-Man and the Queen. While onboard the S.H.I.E.L.D. hovercraft, Fury and Cap receive a message from the Queen. She tells them that she has a bomb carrying a payload powerful enough to wipe out all human life within a radius of six hundred miles around the epicenter of New York City and that she plans to detonate it at precisely 9:30 am on Thursday the twenty-third. She adds that they have until that time to leave the area and that once gone they will be forbidden to return. Fury asks Cap what they are suppose to do to which Cap replies that they'll still have plenty of time to evacuate the City, if necessary, two days from now, if they fail to find her before then. Back at the hive, beneath Manhattan, the Queen orders her drones to leave her alone. She makes her way into a large chamber, which contains none other than Spider-Man – now completely transformed into a large spider. To be continued.