Vision, Agent Venom, and the Resistance manage to escape the base they infiltrated last issue with Stegron and Spider-Man in hand. the Spider-Queen is furious to find out they have escaped, but plans to use their personal weaknesses against them. Back at the Resistance home base, Flash and Peter talk to each other, now finding out their secret identities, and relate to their failures in the past. Peter tells Flash that he has to lead them as Peter has been out of the loop for months. Flash shows Peter their development on a regeneration ray being worked on by Stegron and Iron Goblin. Peter distrusts Stegron and warns Flash on the effects the Goblin formula is having on Tony's mentality, which is why Flash was hoping Peter would contribute his scientific knowledge to the resistance.

Peter spends time making a blood substitute for Captain Marvel as well as creating a bunch of Lizard formula, but two days later they are attacked by the mutated Mary Jane, Carlie Cooper, Betty Brant, and Sharon Carter. They realize the Queen selected those closest to the heroes to attack so they could use their mind resistant formulas on them instead of other heroes who would contribute greatly to their resistance. Iron Goblin, however, convinces them to save them as if they didn't they'd give up what makes them human. They mutate the four ladies with the Lizard formula and mutate them into reptilians to free them from the Queen's control. When they take them back to base, Vision discovers there were bombs with tracking devices inside them and he retrieves and deactivates them just in time. However, the tracking device led the mutated Giant Man and spider monsters to their hideout, leaving them completely surrounded. Tony, knowing that the Goblin formula will completely consume him, chooses to wield the Ebony blade and sacrifices himself to make sure the rest of them escape.