Doctor Will Magnus is out on a dinner date with one of his many model girlfriends, Vilma. Their date is interrupted by a very jealous Platinum. Platinum assaults Magnus with his dinner, for allowing Vilma to insult her. Platinum's mood instantly changes, and she tries to help Magnus clean up. Magnus angrily rebuffs Platinum, sending her away in tears. As soon as Platinum has left, though, Magnus's thoughts stay focused on her, angering his date. Vilma storms off, leaving Magnus to contemplate his situation. The Metal Men catch up to Platinum, and attempt to offer her solace. All but Mercury, who engages Platinum in yet another argument. Suddenly, an enormous spider web drops from the sky, ensnaring several fighter jets.

The Metal Men race to free the jets, but as soon as Platinum carries Iron and Mercury to the proper elevation, the web, along with the jets, vanishes. Two more webs falls from the sky, one ensnaring the top of a high rise building, the other a train. Again, the webs vanish, taking the objects with them. Magnus joins the Metal Men at their headquarters, where he pours himself into researching this strange phenomena. Working from an old gypsy recipe, Platinum spikes Magnus' beverage with a potion designed to make him fall in love with her. The distraction of another web, falling upon an ocean liner, then vanishing, seems to delay the effect of the potion on Magnus. Gathering his Metal Men, Magnus drives their space jetaway directly into the path of the next falling web.

The team is transported to a strange alien world. All the missing objects are laid out across the landscape. Running a search pattern, the team eventually comes across the fighter pilots, in the midst of a fire fight with giant robot spiders. Magnus instructs Lead to form a barrier around the civilians, to protect them from the spiders. The creatures, though, merely scurry up and over Lead's body. While the Metal Men engage the spiders, Magnus directs the civilians into the space jetaway. By remote control, Magnus launches the space jetaway, which, while saving the civilians, leaves himself and the Metal Men behind. The team is overwhelmed by the spiders, who leave the Metal Men entangled in one giant web.

The Black Widow Spider Queen hypnotizes Magnus into believing she is a beautiful woman. To Platinum's horror, Magnus is compelled to marry the Spider Queen, who then carries Magnus off to suffer a particularly ghoulish fate. The Metal Men attempt to break free from the web, but all are held fast. Several male robot spiders approach, expressing an amorous interest in Platinum, and Tin's robot girlfriend, Nameless. At first, Nameless rebuffs the spiders' interest, to stay true to Tin, but Platinum convinces Nameless to play along. Platinum and Nameless walk off with the spiders, until they are forcibly pulled back into the web. The spider's dissolve the web, to allow Platinum, and Nameless, to depart with them. Of course, the other Metal Men are freed, as well.

The Metal Men take down the spiders, in their own inimitable fashion. The Metal Men spy more spiders on the horizon, rapidly closing on them. Iron molds himself into an enormous wheel, and, carrying the Metal Men, rolls out to face the spiders. After crushing a path through the spiders, Iron gets close enough to Magnus for Platinum to pull the scientist from the clutches of the Spider Queen. Iron, however, while fleeing, hits a large rock , and crashes. Just before the spiders can reach them, the space jetaway drops from the sky, and the Metal Men hurry aboard. Returning the way they came, Magnus, the civilians, and the Metal Men return to Earth. While Magnus is still highly suggestible, due to the lingering effects of the Spider Queen's hypnosis, Platinum gets Magnus to kiss her.