The Nassau County Science Exposition is exhibiting a scale
model of Manhattan, designed to showcase Roxxon’s new power-conserving product,
Technafoil. Spider-Man is watching through a skylight, certain that someone
will try to steal it so he has set up a camera to photograph anything that
happens. And so a gang of bandits in orange and green outfits bursts in, using
knock-out bullets to take down the expo staff non-fatally. So Spidey intervenes
and hides in the streets of the model Manhattan, ambushing the crooks
one-by-one at the intersections. Then as Spidey has the last guy cornered, the
crook presses a button and all of the baddies are teleported away, leaving
Spidey alone to explain to the police who have just arrived….
The same day, Monica Rambeau is at the city’s Maritime
Museum looking at the legendary Windstone when the same gang of crooks
teleports in to steal the jewel. Monica transforms into Captain Marvel and
takes them on. She becomes light images to distract them then turns into
electricity to shock most of them into insensibility. One of them get away and
she turns into x-rays to pass through the building and into the sky where she
flies until she spots her quarry. The thief pushes a button and he and his
cronies teleport away—but Monica suddenly becomes solid again, plummeting from
the sky. At the last minute, her body turns back to x-rays and she is saved.
Back at the museum, she offers to take the Windstone to Avengers Mansion where
it will be protected from a second attempt to steal it….
The crooks report to a lab at the Paulson Foundation where
they meet with their boss, Dr. Eric Paulson; they have the Technafoil but not
the Windstone. Paulson flies into a rage and must be calmed down by his
assistant Dr. William Lorber. We discover he obsessed with a project called
P.R.I.D.E. which will wipe a billion humans off the face of the Earth….
Peter Parker checks the files of the Daily Bugle for
some lead to the crooks but comes up empty; co-worker Bert tells him about news
reports of Captain Marvel fighting bad guys who disappeared; he decides to
check it out….
At Avengers Mansion, Captain Marvel puts the Windstone in
the safe; Starfox asks if she is planning to stay at the mansion as he wants to
go out (he’s got a date with the Rockettes) but doesn’t want to leave the
Mansion untenanted. She agrees. Then the gang of crooks teleports in and use a
device which creates a giant monster which is impervious to her electrical
attacks. Spider-Man has arrived outside and when a blast smashes through the
wall he dashes in and battles the crooks while CM is fighting the monster. Then
Jarvis enters to see what is going on and the monster pursues him. While CM and
Spidey are trying to work out a strategy, the bad guys get the Windstone and teleport
away but not before Spidey can attach a Spider-Tracer to one of them. Then
Spidey and CM take a Quinjet out and follow the tracer to the Paulson
Foundation where the Windstone has been attached to the P.R.I.D.E. device,
making it functional. As Paulson is about to activate it, the two heroes burst
in. Paulson tries to explain his project: he has decided that the worst problem
facing humanity is overpopulation so he created Population Reduction by
Inter-Dimensional Expulsion, a machine that will transport the people of the
world’s largest cities into alternate dimensions. While the heroes are fighting
the henchmen, Paulson activates the machine and the room starts shifting
through other dimensions. Spidey sizes up matters and twists the Windstone
around so that it focuses its energy on itself and the huge generator vanishes.
One problem: Captain Marvel is in her light form and can’t return to her human
form….