Spider-chick, the valiant heroine has learned the location of the master criminal, Mr. Mesmer. Waiting to sneak in under cover of darkness, she has taken a hot shower and is toweling off and getting into her uniform. Soon, she'd getting preoccupied with some self pleasuring as she sexily gets into her uniform. After some fun, she's suited up and heads for Mesmer's layer. Sneaking in through a secret basement tunnel entrance, she quickly learns that it was a trap!. Mesmer was waiting for her and uses his powers to overpower her and make her perform his every whim like a human doll, dancing at his strings. She poses and prances sexily, gets sexually aroused, gigglingly happy and finally put to sleep. When she wakes, she finds herself chained to a torture table where Mesmer fiendishly tortures her with whipping, paddlings, spankings, foot torture and all over body pinching and groping. He alternates from having her on her stomach to her back. Then he switches tactics, delivering a vicious tickling, alternating from having her on her back to her stomach, tickling her butt, feet, pits, tummy and other sensitive spots with fingers and feathers. After breaking the heroine with his diabolical tortures, he leaves Spider-chick with a final "gift," vibrating her to continuous orgasms as Mesmer makes his escape.