At the Paulson Foundation, Captain Marvel (Monica Rambeau)
is trapped in her light form and despairs that she may never regain her
original body. Spider-Man theorizes that her physical form enters another
dimension when she takes on one of her energy forms. Spidey experiments with
one of the bad guys’ wrist devices but it doesn’t seem promising and Dr. Paulson
seems to have lost his mind. Then Starfox arrives, having heard from Jarvis
about the ruckus at Avengers Mansion last time, and he has caught Dr. Paulson’s
assistant, Dr. William Lorber. But Lorber says that since the generator was
destroyed, CM’s condition is likely permanent. Without thinking, Spidey puts
his hand on CM’s shoulder and his hand passes through but his Spider Sense goes
off, suggesting that the Spider-Tracer that was stuck to the generator still
exists somewhere and therefore so does the generator, interfering with CM’s
powers. Starfox suggests he and Spidey enter the other dimension to destroy the
generator. Lorber brings out the protype generator which should be able to get
them to their destination; he also gives them a wrist device to bring them
back. And so they go…
…to a desolate landscape where they are attacked by a band
of male warriors. Soon a band of female warriors arrives, wielding sun crystals
which scare off the men. They introduce themselves as the Elysian, enemies of
the Mahko. They return to the walled Elysian city where women are dominant and
men subservient. And all the women are attracted to Starfox, except for a
little girl who likes Spidey. Leader Sondia explains how they used to live in
peace with the Mahko until a new leader Will-Killer took over and the two
tribes have been at war ever since. The women show the heroes their new
Machine, the P.R.I.D.E. generator which has been there long enough for them to
figure out how to use it to create a protective barrier around the town which
teleports trespassers away (despite it having only vanished from 616 a few
hours ago). Eros and Spidey debate what to do about destroying the generator
that the Elysian are depending on for protection. Eros reasons that they must
now neutralize the Mahko threat. And so they fly to the Mahko village and
challenge Will-Killer to a fight. He is a very big man but Starfox is certain
he can beat him easily…but Starfox is suddenly ill so the big bad guy attacks
Spidey with a variety of weapons which has Spidey jumping and dodging. Spidey
punches Will-Killer in the face but it only makes him mad. Spidey is distracted
by the suffering Eros and the villain hits him, pushes him out on a cliff edge,
and bashes at him with a huge boulder. Spidey ducks and the ledge crumbles,
sending the baddie to his death. Their leader gone, the Mahko lose heart,
especially when Starfox topples their huge fire tower. The heroes return to the
Elysian camp where the women warriors destroy the generator. The women can’t
bear to part with Starfox but Spidey drags him away and they return to the lab
where Starfox and Monica have to pull a stuck Spidey the rest of the way
through the portal. Captain Marvel is back to normal and everyone is happy.