Araña is perched on a rooftop overlooking a previously secret base of operations for AIM. Smoke rises from the burning building below her. She has with her Carol Danvers’ cell phone which begins to ring. She answers and it’s Simon Williams AKA Wonder Man. He assumes it’s Carol on the other end and tells her that he was bored and thought he’d check in and see what the most beautiful woman in the city was up to. Anya interrupts and tells him that it’s her and not Carol on the line. He asks why she’s answering Carol’s cell phone and Araña explains that they’re in Queens investigating an AIM warehouse and that Ms. Marvel told her to call Iron Man for back-up is she wasn’t back in five minutes. She adds that it’s almost been five minutes since Carol entered the AIM facility. Simon asks what Carol is doing right now and Anya replies that it’s hard to tell with all the smoke and fleeing AIM agents. She suggests that it might be a good idea for Wonder Man to join them.
Inside, Ms. Marvel is being attacked by a small contingent of the Targoth, infectious zombie-like soldiers developed by AIM for the European nation called Slorenia. Carol has read the Avengers’ files on the Targoth but has never fought them and was unaware of AIM’s involvement in their development. She manages to momentarily break free of the throng of Targoth who are accosting her. She then has to dodge an energy blast from the Doomsday Man who unleashed the Targoth in the first place. As she maneuvers to counterattack she tells him that she remembers all his old tricks. As she gets closer, the Doomsday Man points at her. He generates a short-range teleportation effect that moves her several feet across the room into a position where he can more effectively attack her. As he hits her with a powerful backhand, he notes that there have been some upgrades since they last fought.
Ms. Marvel is thrown clear but is soon surrounded by the Targoth once again. She thinks to herself that she’d rather be making out with her date, William Wagner as she drives the Targoth away from her with a double energy blast from her fists. She has no time to recover as Doomsday Man launches himself at her. He drives her hard into the floor and through it! Her photon blasts are futile against him. As he presses his advantage he reminds her of their long history and laments being trapped for so long in this robotic form with no chance for escape and no end to his pain.
Carol finds herself in a sub-basement and the Targoths are not far behind her. She asks just how many of these things there are and the Doomsday Man replies that there were just a few dozen at first but that they are highly contagious and a touch is all it takes to infect someone. He announces his plan to unleash them on Manhattan after her inevitable defeat. Ms. Marvel replies that if they were so contagious she’d be showing signs of infection herself. Doomsday strikes once more and points out that Ms. Marvel is an “unobservant cow.” Carol looks down to see that she has been infected on her right arm. She charges forward despite this as Doomsday Man goes on about how she and the Avengers last defeated him and how he then fell into AIM’s hands. Ms. Marvel reminds him that it was he who started that battle and that they sent him to a hospital for help! He asks why she or the Avengers never followed up and claims that to her he was just a cameo in her life to be dealt with then forgotten. He continues to pummel her while she desperately tries to devise a plan to stop him. He throws her against a wall. As she rises, she notices that her entire right arm is now infected.
The Targoths catch up to her at last and she fights to drive them away. Doomsday Man burst through a wall and saves her the trouble by grabbing her and flinging her through the ceiling. He grabs her by the neck and tosses her aside like a rag doll. One of Carol’s crack from the impact but the Doomsday Man is relentless and on top of her again before she knows it.
Outside, Araña watches from above, frustrated by being sidelined. As she watches, a worker flees the building with one of the Targoths at his heels. He calls for help as he is grabbed and infected by the Targoth. Anya dives down to help, unwilling to allow others to be hurt while she’s on duty. She summons her carapace and immediately notices that the man she sought to save is now a zombie himself. As she lands near them, more Targoths emerge from the AIM building. She warns them to keep their distance and their hands to themselves as she engages them. She hurls her “spider-line” at one and encircles it neck, which snaps off when she tugs on the line. She then dives into the crowd, using her agility to attack one target after another in one fluid motion. She comments enthusiastically that fighting super-contagious zombies is “hot”.
Inside, Carol wonders if she’s dead or just on her way to becoming a zombie herself. But she is not alone. The voices that seem to be observing her every move lately and aiding her in times of peril return along with a wave of pain. One voice notes the damage to her right arm and the other suggests that this might be a good time to “activate” something that they have implanted in Ms. Marvel. The other says that this is as good a time as any given the rapidly spreading infection. At first there is no sign of a positive effect and Ms. Marvel cries out in pain. One voice expresses concern but the other has faith that Ms. Marvel will make it given a moment.
Carol does not understand how her arm has suddenly healed or what these voices mean but chooses not linger on those questions at the moment. Instead, she launches herself out of the pile of rumble she collapsed in and seeks out the Doomsday Man to finish this once and for all. Nearby, the Doomsday Man is reviewing the files on other deadly weapons AIM has developed.
He is interrupted by Araña who asks if those were his zombies upstairs. She shows him her ‘spider-line” which is covered in green, glowing zombie blood and tells him that she thinks she broke them. At that moment, Ms. Marvel arrives and orders Anya to leave. Doomsday Man is shocked to see that Carol has survived. Anya tries to explain to Ms. Marvel about the zombies and that she came down to help. Doomsday Man teleports Araña to within his reach and comments on how Ms. Marvel never struck him as the type to have a sidekick. He grabs Anya and declares that he is about to make Carol a solo hero once more. He then tears Araña’s headgear off and she cries out in agony. Her carapace is a part of her body and ripping it off like that proves to be an excruciating experience. Ms. Marvel charges forward as he drops Araña’s unconscious body to the ground.
Carol takes flight, ramming the Doomsday Man through the exterior wall of the warehouse and into the courtyard. He retaliates with a laser blast from his mouth, which Ms. Marvel avoids easily. She scoops up a parked car as she does so. The Doomsday Man taunts her, telling her that killing the girl was more fun than trying to kill her. He goes on to suggest that perhaps the best way to get his revenge is to go after Ms. Marvel’s loved ones. Enraged, Carol hurls the car at the Doomsday Man. The force of the blow ruptures his armor and Carol takes full advantage of the breach. She reaches inside and tears the armor open, exposing the body of Kerwin Korman. She screams at him that he tried to kill her and Anya but that all he can do is try and kill. As she rips the amputated remains of his body from the armored form of the Doomsday Man, she tells him that she was trained to kill and that maybe it’s time she showed him how it’s done. Korman smiles and laughs weakly. He thanks her as he falls unconscious in her grip.
Shortly thereafter, emergency crews are cleaning up the mess after Ms. Marvel’s battle and airlifting Kerwin Korman to a hospital. Wonder Man tells Carol that the paramedics have him stabilized and think he’ll survive. Carol is dismayed to realize that this bit of news doesn’t make her happy in the slightest. Later that night at Carol’s apartment, Simon begins to ask about the man she had there earlier that night. Carol thinks he’s referring to her date, William Wagner and asks how he knew. Simon tells her that he’s referring to the AIM guy and that she herself told him earlier. He asks what the guy’s story was and Carol says that he teleported away and she has no idea where he is now.
The AIM agent, Sean Madigan is deep inside an AIM bunker reporting to a cabal of AIM scientists. They chide him for the failure of his mission and note that Ms. Marvel was merely supposed to be a test-run of the Doomsday Man armor not a true threat. Madigan says that it isn’t his fault that Korman couldn’t control it properly and was defeated; his job was just to give Korman control. They declare his response “unacceptable” and he tells them they will have to deal with it if they want their leader MODOK dead. This group of AIM leaders believes that MODOK is destroying AIM and preventing it from its true destiny. Madigan asserts that he is invaluable to their cause because he and he alone knows where MODOK is. He smiles and tells them that if they want to know where exactly, it is going to cost them.
Meanwhile, Carol’s publicist Sarah Day is in her office, drinking a glass of wine and reviewing a strange book filled with alien-looking symbols. He assistant, Melissa interrupts her reading and Sarah quickly closes the book. Melissa presents a file folder to Ms. Day with information about the mystery man that Carol was spotted having dinner with earlier that evening. Sarah glances over the file and notes that William Wagner is an interesting choice for a dinner companion. She ask Melissa if she has any idea why the two were out together. Melissa replies “no” and Sarah says that they will have to deal with him sooner rather than later.
At Bellevue hospital, Anya lies unconscious. Her father Gilberto sits in a chair nearby. Carol arrives to check on her young charge and Gilberto stops her at the door. He backs her into the hallway and tells her to stay away from his daughter. Carol tries to explain but he doesn’t let her. He reminds her that he warned her that she would have to deal with him if anything happened to his Anya. He yells at her to get out of his sight and to stay away from his daughter. Carol turns and walks away from the enraged man. He returns to his vigil over his “arañita” while Carol breaks down in tears on a bench down the hall.