A half-human, half-bee mutant named The Queen Bee (Hattie Winston) plots to rule the world. Her underlings are also mutated bee-human creatures (played by Skip Hinnant and Judy Graubart). Spidey tracks her down to her giant hive and foils her plans by webbing her minion, The Beekeeper (Luis Avalos), but the other mutated bee-humans sting Spidey repeatedly while she escapes.