No. of Pages: 32 | Characters: The Thing (Benjamin J. Grimm) | Mr. Fantastic (Reed Richards) | Spider-Woman (Jessica Drew) | Creators: Tom DeFalco | Ron Wilson | Chic Stone | Key Reason: | Plot: With his body in the final stages of terminal cancer, Giant-Man tries to sleep in the medical lab of the Baxter Building. He is plagued by nightmares of battling a dark-garbed figure. His mind eventually drifts back to his past when he was working at Stark-West in California with his friends the Whiz Kids and the events that led to him using Henry Pym's Pym Particles to become Black Goliath. He recalls one of his early battles where he fought the villain known as Atom Smasher who was responsible for administering the dose of radiation that eventually gave Bill cancer. Tragically, Atom Smasher died during that confrontation, taking all the secrets of his power with him. Murdered by the villain known as Stilt-Man, Black Goliath tried to capture Atom Smasher's assassin but had no strength to do it, the first sign that he had contracted cancer. Despite this, the Black Goliath continues his super-hero career and his relationship with Celia Jackson. It wasn't until he discovered the truth, that he had cancer, that Foster packed things up and moved to Project P.E.G.A.S.U.S. in New York in the hopes of finding a way to cure himself. There he reinvented himself as Giant-Man and made friends such as the Thing, Quasar, Thundra and the Aquarian. Bill wakes up from his dreams feeling more exhausted than ever and still down on himself for his lackluster super-hero career. He is greeted by Mister Fantastic and the Thing who tell him to take it easy. When Reed tells Bill that he would like to conduct more tests, Foster declines as he has decided to accept his fate and would like to put his final affairs in order. Reed protests this, but Bill is insistent on enjoying his final days instead of squandering them. Ben agrees with Bill, and Reed eventually relents, reluctantly. As Bill and Ben head to the Pogo Plane and take off for California, Reed blames himself for not being able to find a cure, but was certain that he could have found one if given more time.
Meanwhile, in San Francisco, Spider-Woman is on a case for an insurance company to investigate a series of robberies of electronics companies. Staking out the next most likely location to get hit, Spider-Woman hits the jackpot when she catches some costumed men trying to break in. She swoops in for the attack, but is blasted the thieves mysterious and super-powered villain. The energy blast makes Spider-Woman's body feel like it's on fire and she eventually passes out. Convinced that their foe is dead, the leader of this group orders his men to load up and take off. As the ship takes off, Spider-Woman recovers from the blast, as the spider venom in her system fights off and makes her immune to the lethal dose of radiation her body was dealt. Having lost the trail, Spider-Woman decides to return to her apartment so she can shower and call it a night. Recalling how one of the men mentioned Los Angeles, Jessica Drew decides to investigate that possible lead.
The following afternoon the Thing and Bill Foster pay a visit to Stark-West in LA where Bill is reunited with the Whiz Kids. He is also happily reunited with Celia Jackson and the two share a kiss. Deciding that this a moment for privacy, the Thing decides to go on a tour of the Stark-West Facilities. While outside he comes across a security guard who has been knocked out when suddenly he is ambushed by the same men who robbed the facility in San Francisco the night before. The Thing makes short work of them and is then confronted by their leader, a man calling himself Atom Smasher. When Ben asks if he is the same man who poisoned Giant-Man, Atom Smasher denies it, stating that he is still alive before blasting the Thing. While outside of the facility, Jessica Drew arrives by cab and hears the battle raging within the facility. Getting to some cover, Jessica then changes into Spider-Woman. However, she arrives on the scene too late, as does Bill Foster and the Whiz Kids, as this new Atom Smasher and his minions escape with what they came for. However, even though their foe has escaped, Bill gets to work developing a device that will allow them to track the unique radiation that emanates from his body, while the Whiz Kids discover what the villain is trying to build: a bomb.
Meanwhile at Atom Smasher's hideout within an abandoned electrical company he and his minions have finished constructing his device: The Neutralode, a device that will flood the city with radiation, killing millions. Just then, the Thing, Spider-Woman and Bill Foster come crashing in through the walls. With Atom Smasher's minions dropping like flies, a group of them are ordered to hop into giant robots to fight off the heroes. While the Thing makes short work of these robots, Spider-Woman is felled by another radiation blast from Atom Smasher, but this time she is only playing possum as her body has become completely immune to his radiation. When she tries to go after him, the Thing tries to stop her when she tells him that she is immune to his radiation. This shocking revelation causes Ben to hope that there just might be a cure for Bill after all. At that moment Bill tries to risk using his size-changing powers one last time to destroy the Neutralode but is attacked by Atom Smasher. Even though his foe fights Bill off and makes it to his weapon, it had been seriously damaged in the battle. Not listening to Bill's warnings to stop, Atom Smasher activates the device and is seemingly killed when the device explodes.
With Atom Smasher seemingly killed, Bill has completely lost all hope of finding a cure. Shrinking back down to his normal size he has grown too weak and passes out. The Thing and Spider-Woman then take him back to Stark West. After the Whiz Kids examine her, they determine that a blood transfusion from Spider-Woman can cure Bill of his cancer. However, it will come at a price: if Spider-Woman gives this blood transfusion it will strip her of her immunity factor. Despite this, Spider-Woman agrees to the transfusion as it is the only thing that can save Bill's life. The transfusion is a success and Bill is expected to survive. Leaving Foster with his friends, Ben recounts how the doctor said that the strain on his body has eliminated his ability to become Giant-Man ever again. When he runs into Spider-Woman in the hall, she is beating herself up because she has now lost a valuable power, making matters worse the doctor told her that her immunity factor might have been the secret for curing all cancer, and she feels like she blew it. As Spider-Woman flies away, the Thing doesn't think so because she was still able to give a good man a second chance at life.
