Contains Male/Female Fighting, Strong Violence, Hard Language, and Suggestive Sexual Situations.

Now with the ability to create his nuclear mega villain, Spawn sets his cross hairs on the only heroine that has a chance of stopping him: Superianna! Wanting some insurance before going after the undefeated and unrivaled champion, Spawn unknowingly targets Superianna's alter-ego, Linda, to guarantee his victory! Spawn's new apprentice Lester Varge is sent to capture Linda, and is given a large green space fragment to ensure success in case Superianna tries to interfere! The day starts out like any other for Linda and her roommate Carly, as they walk home from school, unaware that a 6'9" monster of a man is on his way to abduct Linda! As Lester gets closer and closer to the house, Linda finds herself getting weaker and even sick! The waves of fatigue and pain are a mystery to Linda/Superianna and she chalks it up to over working herself. Carly leaves Linda alone in the house to meet up with some friends, and Lester arrives with his bag of tricks! Linda takes off her black wig and glasses to try and relax but is soon hit with a more intense wave of pain. She hears someone in the house and assumes it is Carly coming back for her ID. When Linda sticks Carly's license outside the door, it flies open, knocking her back onto the bed. Linda immediately recognizes Lester as it was Superianna that originally captured him, and Linda that wrote an article about his crimes against young women. Linda/Superianna tries futilely to take him out but has lost all of her powers at the hands of the space fragments. Not expecting to see Linda with blond hair, Lester loses control and brutally manhandles Linda, and strips off her clothes. Carly arrives back home to get her ID and sees Linda in her bra and panties with a stranger.

Lester notices Carly, picks up the space fragment and goes after her leaving a weak and barely conscious Linda on the floor. Linda gets to her Superianna costume and regains some strength as Lester and Carly move further away. Carly is quickly grabbed by the impossibly large villain and falls victim to his devious thoughts, only until Superianna shows up! Lester is caught off guard and knocked down but proves to be a formidable opponent for a half strength Superianna! Both are accidentally teleported to a remote location and a weakened but pissed off Superianna now must fight Lester. Spawn eventually locks on to his apprentice and teleports he and Carly back to his lair. A shaken Superianna heads back to her bedroom to rest but has some awful flash backs of her humiliating defeat by Lester.

All of a sudden, a noise envelopes the room and draws Linda outside where she is confronted with Spawn's voice. She is informed that Carly has been captured and is given their location. Linda bursts open her shirt revealing her costume and takes off after Spawn having no idea that a now Nuclear Powered Lester is waiting for her!!!!