Peter Parker has taken Cissy Ironwood to the Empire State University Technology science exhibit. As they enter the hall, they see the Beast, who is currently with the Avengers, at the center of a group of adoring coeds. Peter wonders how the Beast manages to attract so many women. Don't those women, he asks enviously, has any self-respect? Cissy, however, does not reply, for she has joined the women herself. As Peter resigns himself to viewing the exhibits alone, two sinister figures look down into the hall from the mezzanine. Killer Shrike tells the bizarre Modular Man that it would have been less risky to come after the show closed, but the Modular Man replies that he must get the device he needs as soon as possible. Otherwise, he could remain trapped in his strange body forever, and Shrike would lose any chance of being cured of his amnesia. The Modular Man recalls how his experiments into molecular dissolution backfired, causing his molecules to drift apart so that he had to build a especially ionized metal skeleton to keep his body together. He thought that the group called the Conspiracy might cure him, but they only provided him with his name and introduced him to Shrike before they were destroyed. Then the Modular Man discovered that he could cure himself with a microwave-driven cellular condenser.
Once he is cured, he declares, he will help Shrike find out his past before he was hired by the Conspiracy. When the Modular Man sees the case containing the condenser, Peter Parker happens to be standing in front of it. Peter feels his spider-sense tingle and heads for a convenient place to change into his Spider-Man costume. Shrike and the Modular Man are pleased when Peter leaves, and the Modular Man quickly descends into the gallery to steal the object. Unfortunately, an alarm connected to the showcase starts to ring when the Modular Man shatters the glass. Spider-Man attacks, but Killer Shrike slams into him from behind, hurling him into the adjacent room over the Beast's head. The Beast quickly sheds his street clothes, leaps away from his flock of admirers, and asks Spider-Man what is going on. Spider-Man points out the two criminals making their way through the crowd. Then the Modular Man sheds his overcoat, revealing his skeleton-like body. The Beast attacks him, and Spider-Man tackles Shrike. The battle is brief but intense, and the Beast is left unconscious after a jolt from Shrike's electro-claws. The Modular Man explains that he cannot feel pain, and that his body has several detachable modules, including a poison-gas gun. Spider-Man tries to avoid breathing the gas, but Shrike uses both of his electro-claws simultaneously to hit Spider-Man with a powerful electric blast.
Spider-Man falls to the floor, unconscious, and when the Beast attempts to rise, the Modular Man knocks him out again with a double-fisted punch to the back of the head. Then, the condenser in hand, the two thieves escape. The onlookers help Spider-Man and the Beast up, and a physician is summoned. Fortunately, the Beast's special metabolism quickly heals his concussion, while Spider-Man has suffered only minor damage. The doctor notes that the thieves stole only the cellular condenser. He cannot understand why anyone would want it because it will not work without a massive flux of microwaves to power it. Nevertheless, it is his only prototype, he says, and he would like it returned. Spider-Man and the Beast agree to try to retrieve it, but then Spider-Man remembers that he was at the exhibition on a date. He asks the Beast to track the two criminals down alone, saying he will join him later. The Beast wagers ten dollars that he won't, and Spider-Man takes the bet as he departs. Unknown to the Beast, he put a spider-tracer on him, he chuckles to himself as he changes into his street clothes. A few minutes later, Peter rejoins Cissy and walks her home. She says that seeing the Beast was the most fun she has had in ages. Then she invites Peter to watch television with her tomorrow night. She should be studying for a math exam, she says, but the cable is adding new channels, including some transmitted from foreign countries by satellite. Knowing that he will be on his mission, Peter says he may not be able to make it, so Cissy neglects to kiss him goodbye and closes the door behind her.
The next day, in a midtown Manhattan hotel room, Killer Shrike and the Modular Man make plans to find a power source for the inoperative condenser. The Modular Man notes that the new cable channels should supply all the energy they'll need. Thus, seven minutes before the channels go on the air, they are hovering in a helicopter above the Empire State Building's television antenna. All the satellite transmissions to and from the cable network have to go through that antenna, says the Modular Man. Using a microwave dish, Shrike will collect the power from the incoming and outgoing transmissions and beam it at the Modular Man. On the ledge of a building not far away sits the Beast with binoculars observing the helicopter. He deduced that the cable hook-ups at the Empire State Building were the only available source of powerful microwaves. Just then, Spider-Man taps him on the shoulder. Glum at losing ten dollars, the Beast hands the binoculars to Spider-Man. As they watch, they see Shrike swoop toward the antenna and position the dish. When the button is pressed inside the studio to turn on the new channels, the air around the antenna is ionized by the redirected microwaves. Spider-Man clambers rapidly up the side of the building, but by the time he can attack Shrike, the dish has done its job. The Modular Man has begun to draw the power directly into himself, says Shrike, and there is nothing Spider-Man can do about it.
As the Beast joins Spider-Man, Killer Shrike connects with a powerful punch that knocks Spidel-Man off the building. The Beast catches him, but they both plummet toward the street. Spider-Man is unconscious, so the Beast frantically looks for his web-shooters. Quickly figuring out how to activate them, he snags the building with a web-line and swings back toward Shrike. With Spider-Man over his shoulder, he slams into the criminal's mid-section with both feet. Spider-Man revives, but then a loud explosion from the helicopter draws their attention upward. Spider-Man and the Beast are startled to see the Modular Man, grown to gigantic size, dropping down from the helicopter. Shrike is bewildered, but the Modular Man declares that it was his plan all along to become a being of pure energy. Using the modified molecular condenser and the concentrated microwaves, he continues, he will soon free himself from all bodily limitations and enjoy power beyond that known to any man. Killer Shrike, panicked, asks. "What about me?" in answer, the giant Modular Man contemptuously swats him off the building.
Fortunately, Spider-Man snags the unconscious criminal and hauls him to safety. The Beast says that they dare not approach the Modular Man, which would be like walking into a microwave oven. The Modular Man says that he will soon begin his reign of terror. All the human vermin that crawl on the Earth will know and fear him, he declares. Spider-Man and the Beast try to think of a way to deal with the madman, and the Beast suggests that a jolt of lightning might scramble him as it would a television transmission. Unfortunately, the sky happens to be clear. Thinking fast, they pick up the unconscious Killer Shrike, bring his electro-claws together, and hit the Modular Man with a bolt of electricity. Instantly, circuits and transistors overload, and a tremendous burst of energy explodes the Modular Man. When the smoke clears, all that remains of him is a charred, man-sized steel skeleton. If the television transmitter was working, says the Beast, the Modular Man has been cabled into half the homes in the city. Having in the meantime regained consciousness, Shrike suddenly soars away, but Spider-Man tells the Beast to let him go. It is enough that they stopped and probably killed his partner, he continues. It was a disagreeable experience, he says as he web-swings away, even if they had little choice in what they did.
- The year on the science fair banner is 1980. This should be considered a topical reference.
- Killer Shrike and Modular Man discuss the destruction of their former employers, the Conspiracy. They were all killed in Rampaging Hulk #8.
- Killer Shrike recalls how he previously shorted out his armor in a fight. That was in Rampaging Hulk #1.
A flashback in this story affects the chronology of the following characters:
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