Dazzler, together with her band, Beefer, Hunch and Marx, and her stage manager, Lance Steele, are driving from Los Angeles to San Francisco, where they are going to perform in the legendary Cow Palace, being the support act of rock star Bruce Harris’ West Coast performing tour. Hunch exclaims that Frisco is even better than he remembered. Ali is glad they decided to rent this car and drive up from Los Angeles, instead of flying with Harris and his crew. Lance, who’s driving, retorts that it’s easy for her to say: she didn’t have to take all those hairpin curves on the coast highway. As they finally reach the Cow Palace, Ali admits she’s so nervous: she’s never played to 17,000 people before!
After a few hours of rehearsal and sound checks, the concert begins and the crowd starts calling for Bruce to appear. They came for him, not his warm-up act. However, after Dazzler’s first song, most of them have forgotten that fact. Enthused with her, the crowd urges her to go for it! Ali never imagined what it could be like to play for so many people. It’s less personal, yet feels much more intense. Her singing, skating and stage presence is combined with her spectacular lightshow. The crowd thinks her visual effects are the product of technical wizardry. None know Dazzler is a mutant, with the ability to convert sound into beautiful, dazzling light.
Lance and Bruce are watching her. “She’s really great, huh, Bruce?” Lance remarks. Bruce agrees, although he actually contemplates that his warm-up act isn’t supposed to give him competition. She’s too good. “Eat your heart out, big shot” Lance thinks. With his expert advice, Ali is going to make Bruce look like a kid playing a kazoo!
Eventually, the concert ends. The following morning, the sound of the phone ringing in her hotel room rudely awakens Alison. Ken Barnett, the lawyer that defended her against murder charges, is on the phone. Ken apologizes for waking her up so early. However, even though it’s only eight o’clock where she is, it’s already eleven in New York and he couldn’t wait any longer to talk to her. Ali admits it’s wonderful to hear his voice and informs him she got his flowers in L.A…. and they were beautiful! Ken had hoped that. He asks her how the tour is going. Ali replies the audiences have been great, plus it’s so beautiful here! However, their discussion is cut short as Ken informs her that a client just walked in and he has to go.
Hanging up, Ali thinks he’s very sweet and she could really care for him. But does she really want to get involved with someone after her recent traumatic breakup with Paul Janson? She loved him… and she thought he loved her… but he was looking for something more normal than a performer. Ali realizes she’s always had a struggle with the men she loved. Her father always loved her when she was a little girl but when she became a singer against his wishes – instead of a lawyer – he shut her out of his life forever. Last time he saw her they seemed about to reconcile when he saw her mother’s old brooch that Ali found and he freaked out.
Approaching the window, Ali gazes at the street, all the while thinking that her mother “disappeared” when she was young and neither her dad nor her grandmother will tell her anything about it. Ali can’t even remember what she looked like. All she’s got to connect herself to her is that brooch. She decides that, as soon as this tour is over, she’s going to find out about her… whether her dad likes it or not!
Suddenly, Alison spots a truck on the street that has a marking on it: a winged heart; a marking identical to her mother’s brooch! Ali thinks there are a million things with similar designs. It couldn’t… Then again, maybe it could. Suspecting that this is an indication that her mother lives there, Ali looks up the phonebook and discovers the name “Katherine Blaire” right here in San Francisco! She immediately calls the number and asks the woman who answers the phone whether she ever had a daughter. The woman – actually a teenage girl – admits that her name is, indeed, Katherine Blaire, but mistakes Ali for a friend of hers and asks her to cool it with the prank calls! Katherine tells her “friend” that she has to finish her algebra; otherwise her parents will take her phone away and hangs up!
Ali is not disappointed, however. She believes she can’t let it go just like that. What if her mother is in this city? She suddenly recalls that Jessica Drew lives here – that private detective who’s friends with the X-Men. She and Alison met recently – maybe she could help her. Spotting an ad about Jessica’s office in the newspaper, Ali decides to go have a bath, thinking that she’s got a rehearsal this afternoon and a show afterwards but she’s free till then. She decides to go see Jessica this morning.
Soon afterwards, Spider-Woman makes her way through the skies of San Francisco, gliding on the air currents. Spider-Woman thinks that this has been great fun but even she has to earn her keep – which means it’s time for her alter ego, Jessica Drew, to get to work. Jessica climbs down the Hunterdulin Building’s wall, reaches a certain window and enters her apartment. Changing into normal clothes, she braces herself for another day of investigative adventure – and then someone knocks at the door.
Jessica opens the door and instantly recognizes Alison Blaire. She had read in the papers that Ali was in town. The reviewer in the Chronicle made her sound like the star – rather than Bruce Harris. Jessica welcomes her to San Francisco and asks her if this a social call or if it’s business. Ali admits it’s business, although that doesn’t mean she’s not glad to see Jessica. Jessie urges her to tell her what it’s all about.
Dazzler tells her it’s about her mother. She never really knew her: she disappeared when she was very young. Recently, she found a memento that belonged to her, a brooch, which sort of piqued Ali’s curiosity about her. Ali shows the brooch to Jessica, revealing that this very morning a truck with the same design passed her hotel window. Ali admits it sounds silly but she won’t be able to rest until she knows if it’s somehow connected to her. Jessica grumpily contemplates that ever since Roots, she’s seen an epidemic of “mysterious parents” case! She asks Ali if she wants her to check it out for her, to which Ali replies affirmatively. Jessica replies she’s sort of busy but she will get to it as soon as she can.
Ali explains that she’s leaving town in a couple of days. Jessica asks her to give her number in New York. She’ll phone Ali if anything develops. Dazzler complies but insists she’d appreciate it if Jessica could do something. Jessica reminds her that she’ll need a hundred dollars in advance, as a retainer. Ali realizes that this is almost all she’s got till she gets paid for the tour next month but gives the money to Jessica anyway, wishing her good luck. Jessica thanks her and warns her that, in cases like this, when they go around digging up skeletons, they might turn up things she’d rather not know. Despite feeling worried about that, Ali thinks she’ll take her chances.
As the door closes behind Alison, Jessie asks herself why she had to come down so hard on her. She’s just a sincere person, looking for help. She thinks that maybe she can find time to do some preliminary checking for her this afternoon. Unbeknownst to her, at the same moment, feeling a bit let down by Jessica, Ali decides to go and talk to a few people around here herself.
Indeed, Ali soon asks dozens of people – including the doorman of her hotel – and none of them seems to have seen a winged-heart sign on a truck. Since she got no response from the “respectable people,” Ali decides to try her luck with the street people: the winos, the beggars, the shopping-bag ladies.
Indeed, a little bit later, a bag lady, Lydia, informs her that she sees that truck all the time. Apparently, it passes by this area every day and goes somewhere which Lydia rather vaguely points to Dazzler. Lydia goes on to blabber about pigeons and rye, when Ali interrupts her, wanting to know exactly where the truck goes. “Over there… to the pyramid,” Lydia explains. Dazzler understands she means the Transamerica Building. She decides to come back and check it out after her rehearsal.
While Ali rehearses, Jessica finally finds out which sign shop made the winged-heart sign. The man at the shop informs Jessie that he painted a design like that on a truck a few months back. However, it is his policy not to give out information about his customers. Some people are touchy about that stuff. Does she understand? Jessie assures him she does and produces a 100-dollar bill, telling him that here’s something he may understand. The man happily admits that now they’re talking the same language. He gives her a card with the info she needs but if anybody asks… he never saw her before.
However, when Jessica drives to the address on the card, she discovers an empty lot. The man said he’d painted that sign a few months ago but this place looks like it’s been deserted for years! Jessica decides to inquire some people around Alison’s hotel.
A little later, Jessica inquires the doorman in the hotel Dazzler’s staying. The man repeats he never saw a truck like that; however, he’s surprised that she’s the second gal to ask him today and asks to know what’s going on. “Sorority initiation,” Jessica explains! She realizes that Alison’s snooping on her now; just what she needed; help from an amateur! Jessica doesn’t give up, though, and telephones her connection, a man named Ethan, at the Motor Vehicle Bureau, asking him to tell her the owner of a specific red Chevy van, giving him its license number. Ethan looks it up and informs her that those plates belong to a VW Beetle, not a van, and they’re registered to a company in the Transamerica Building.
Meanwhile, having finished with the rehearsal, Dazzler approaches the Transamerica Building, feeling a little idiot coming here on a bag lady’s say so. However, nobody else was more helpful – including Jessica Drew. Standing outside the building, Ali sees a ramp and assumes it leads to a garage or something; maybe the truck’s here! At the end of the ramp, though, she doesn’t find an entrance big enough for a car or van: only a door. Alison opens the door… and then falls to a black void!
Outside the building, Jessica is driving her car. She has already realized that something strange is going on: first the vacant lot, then the plates turn up on a different car… Suddenly, she hears Dazzler’s scream and realizes that somebody’s in trouble! She quickly changes into Spider-Woman. As she opens the door Dazzler fell over, she is shocked to see there’s no floor. As she drifts down to a cement floor, some twelve feet below the doorway, she asks if anybody’s here. The only answer she receives is the hollow echo of her own voice. She realizes someone is here: she can hear their breathing but they’re too scared or hurt to answer her. Turning on her flashlight, she finally sees Alison and asks her if she’s okay.
Alison replies she is. She recognizes Spider-Woman – unaware, though, that Jessica and Spider-Woman is the same person – and asks her what she’s doing here. Jessica explains she’s investigating her mother’s case for Jessica Drew. Apparently, though, Alison wasn’t patient enough to wait for professionals to do the job! She asks Ali how she ended up here. Ali admits a bag lady sent her. Spider-Woman remarks that she doesn’t know if this place has anything to do with Ali’s mother but there is something weird going on here. They’d both better get out and figure what to do next.
Ali retorts that Spider-Woman can leave but she is going to check this place out! Spider-Woman grabs her hand, urging her not to be an idiot: she’s coming with her. However, Alison’s not scared anymore: she’s angry! The Rolling Stones’ “Hang Fire” blasts from the recorder and Ali releases a light blast against Jessie!
Jessie thought Ali could only do these light tricks on stage with special equipment and wonders how she can do them here. Ali explains that’s her secret and claims she could’ve done a lot worse than just stun her for a second. She insists this is her past she’s looking into and she won’t quit just because some “professional” tells her to. Rather annoyed, Jessie asks her if she thinks that just because she’s got superhero friends and can do some light tricks, she can handle anyt… Suddenly, she pauses as the room’s flooded with light and wonders if Dazzler’s doing that. “N-no,” Ali replies.
A panel opens in one of the basement’s bare walls, disgorging in a pack of vicious Doberman Pinschers! Jessica urges Ali to stay behind her, realizing that Dazzler’s petrified with fear and she won’t even have her light tricks backing her up. Bio-electric venom blasts flare from Spider-Woman’s wrists, felling two of the Dobermans. Jessie fears that, if she tries to zap the two others, she might hit Alison, since the dogs move so fast and decides to take the rest out hand-to-hand. Indeed, she grabs another Doberman and violently tosses it against the wall, knocking it out and finally knocks out the final Doberman with her bare hands. She then turns to Alison and suggests they get out of here. Alison refuses again, though: now, more than ever, she’s got to find out what’s in the rest of this place.
As she opens the only door in the basement, Jessie tries to stop her, throwing herself on Ali and warning her that there’s no telling what’s behind that door. Despite Spider-Woman’s grip on her, Dazzler pulls them both inside the room. Jessica asks her if she’s satisfied: it’s an empty room. Dazzler insists it can’t be: after all someone’s put them through, there’s got to be more to it than that.
Suddenly, the door behind them slams on its own and seemingly locks itself. Jessie remarks she’s no She-Hulk but she can get them through it! In vain she tries, though: even though she puts all her strength into this, she can’t budge it or make a dent in the walls. Even worse, the room is being flooded. Ali points to the other possible exit: some stairs leading to another door. Spider-Woman realizes these high pressure jets of water could knock them senseless: if they pass out here, they drown. She tells Ali to make it to those stairs. Ali, however, sees a spark on the stairs and throws her compact on them: the stairs are electrified! Jessica grabs Ali, puts her on her shoulders, climbs above this mess to the door and kicks it open.
Yet in a new room, Jessie retorts that, if Ali had stuck to her singing, none of this would’ve happened. Ali believes she could’ve at least thanked her for saving her life back there. However, they now have other troubles, as this door also slams behind them and locks itself. Even worse, some sort of vapor – a knockout gas – flows in. Spider-Woman explains she’s been exposed to it before so it can’t hurt her. Ali tears off a piece of clothing from her blouse and uses it to screen her face and keep most of the gas out of her lungs. Jessie suggests she saves her breath: they have company!
Two enormous robots appear, moving menacingly against them. Jessica assures Ali she’ll handle this and throws a punch at one robot, only to discover she didn’t even make a dent in it. Jessica wryly remarks that Ali can give an eyewitness account of how she got crushed to death – if she makes it out alive! Ali turns on her tape player to get some music. She discovers it sounds weird: the speed’s off. It must’ve been ruined by the dousing they got. Still, it’s giving off some sound. Ali thinks that the radio and her mechanically-adhering skates are all she needs to start here. As one of the robots grabs her arm, she manages to get away from him, even though the robot tears the sleeve off her blouse. Jessie tells Alison that she can’t stop this thing; her venom blasts don’t have any effect. Ali finds out that her laser’s not good on the robot she’s fighting, either, but at least her skates are keeping her out of its reach.
As the fight continues, Ali thinks that the robots are big and fast and seem able to move through the gas better than they ever… “Hold it!” she suddenly tells herself. She thinks that maybe that’s it: those things on the robots’ heads must be their ‘eyes’ and they must be super-sensitive to enable them to get around in there. Instead of trying to laser them or confuse them with a light-fog, what if she zapped one right in the sensor with a high-powered light blast? As she indeed zaps it, she realizes it’s getting to it: the robot seems all confused, like its inputs were all discombobulated. She realizes it’s still after her but has now lost its fine motor control.
With the robot now lashing blindly, Dazzler maneuvers it exactly where she wants. She urges Jessica to jump and then ducks, with the “blind” robot striking its “partner” and decapitating it. “Then that’s my cue…” Dazzler exclaims and turns the tape player on. The eerily slowed music powers her laser which she trains steadily on the robot’s now unprotected delicate inner circuitry.
Moments later, both robots are out and not a second too soon: Ali’s radio just died. Jessica admits that she still doesn’t understand how Alison does those weird light tricks but she can see there’s more to it than just stage effects. In any event, if they want to get of here alive, they’ve got to pool their resources and…
Dazzler interrupts her, warning Jessie about the wall behind her: it’s moving! Jessica realizes that so is the one opposite it; at the rate they’re going, they’ll be crushed flat in minutes! With her radio useless, Ali asks Jessica if she can punch them out. Jessica’s response is negative: the walls are the same material as those in the other rooms and she couldn’t make a scratch on them even before they fought the robots. Alison believes that they’re going to die then, unless…
Suddenly having an idea, she asks Spider-Woman whether she can sing. “Can I what?!” Jessica exclaims. Alison asks her not to argue. She urges her to think of a song – any song – and sing as loud and as long as she can. Spider-Woman asks her if she’s cracking up but Alison vehemently insists. She’s not asking her opinion; she asks her to sing now! Jessie insists that if they’re going to die, she’s going to do it with dignity, not singing some dumb… Ali again coerces her to honor her last request and sing. Jessie finally complies and starts singing. “That’s no good. Louder! Louder!” Dazzler urges her. Jessie complies and Ali tells her that’s it!
Powered by Spider-Woman’s vocalizing, Dazzler glows brightly, building up her energy for a prolonged, concentrated laser blast which she then focuses on the wall, finally able to open a hole on it. Alison knows she can’t sing to power herself – somehow her mutant powers don’t work that way – but Spider-Woman provided all the sound she needed.
The two women escape through the hole into an office. Alison bets they’ll find what they’re looking for there. A frenzied search through the files yields no significant information until Jessie discovers a box – with the winged heart insignia on it – in the last cabinet. Inside the box, they discover a roll of film. Alison suggests they grab it and vamoose. Jessica wonders how. The air vent on the ceiling is the only way out but it might just lead to another trap. Alison reminds her that their only other option is to go back the way they came which isn’t any more appealing. Furthermore, Ali smells fresh air through the vent and believes it must lead somewhere. “You win, lady” Jessie tells her. She wishes she had some better idea but she doesn’t.
Hesitantly, Spider-Woman grabs hold of the vent cover. She remarks it looks okay so far and asks Ali to grab hold of her. A slow, tortuous climb follows as Spider-Woman tenses arms and legs against the sheer, smooth sides of the ventilator shaft and pulls herself and Dazzler upward. The climb is made all the more excruciating by the ordeal they have just experienced and the knowledge that each inch they advance may trigger a trap which could end not only their progress… but their very lives.
At last, the sounds of San Francisco street life become audible. The two women emerge from an exhaust duct on an upper floor of the Transamerica Building. Jessica asks Ali to hold on and let her glider wings do the rest. She starts gliding down the street, while a frightened Ali tries not to look down.
Sometime later, in a screening room at San Francisco State College...
Spider-Woman tells Dazzler that’s it: the story behind her precious winged heart. She hopes Ali is happy. Ali can’t believe it; not after all they’ve been through. She can’t believe that place was a training squad for new S.H.I.E.L.D. agents, designed by Professor Xavier of the X-Men, modeled after their own Danger Room! Spider-Woman informs her that the S.H.I.E.L.D. codenamed it Operation Winged Heart and used that insignia on all vehicles involved in the project. However, the course had become outmoded and was taken out of operation last month. That’s the reason people were guarding it. The truck Ali and the bag lady saw must’ve been someone going to feed the dogs or something.
Ali realizes it had nothing to do with her mother. They didn’t accomplish anything at all. Jessica believes that’s not true: Ali could probably become a S.H.I.E.L.D. agent… after she’d served time for trashing one of their facilities! Dazzler suggests they return they film: it’s not theirs. Spider-Woman corrects her: they don’t return it. She returns it so they don’t get caught. As she glides out of the window, she advises her to leave these things to a professional next time! Dazzler believes that Spider-Woman can think of her as an idiot if she wants, but she doesn’t regret anything that happened today. Ali will track down every clue if she has to, to find out her mother’s true story.
Backstage at the Cow Palace, a lone figure stands and plots. If his calculations are correct, he will soon succeed in destroying… the Dazzler!