The granddaughter of the clairvoyant Madame Web, Charlotte Witter was a reputable fashion designer who also dealt in illegal markets, which brought her into contact with Dr. Octopus. Sensing latent psychic powers in Witter that could further his plans, Octopus kidnapped her and conducted genetic testing using spider DNA, altering Witter's physical appearance and transforming her into a spider-human hybrid. Witter despised what Octopus had done to her and tried to kill him several times, but Octopus conditioned her through torture, sensory deprivation and starvation until she obeyed his every command, so long as he provided her with a steady diet of human blood. Taking the name "Spider-Woman," Witter orchestrated attacks on other women who had previously used that name and absorbed their powers, with orders to kill Spider-Man once the powers of all the other Spider-Women had been absorbed.
In the island-nation of Madripoor, Witter ambushed and defeated private investigator Jessica Drew (who had temporarily given up her "Spider-Woman" identity at the time) as she walked home from work. Shortly after, in Los Angeles, California, Witter overpowered former Spider-Woman, Julia Carpenter in her home as she waited for her daughter to return from school. Learning of the attacks on the other Spider-Women, who were both left in critical condition, Spider-Man set out to protect 15-year-old Mattie Franklin, the current holder of the "Spider-Woman" title at the time. Witter attacked them both, but Spider-Man escaped with the injured Franklin, whom he brought to the apartment of the Black Cat. Following the trail of Franklin's power, Witter tracked her down but was forced to retreat by Black Cat and Spider-Man, who placed a Spider-Tracer on Witter to follow her movements. Witter next resurfaced on a New York City rooftop battling the NYPD until Spider-Man arrived, causing Witter to reconsider her actions and feel momentary remorse for attacking the other Spider-Women. But Witter soon reverted to Octopus' programming, defeating Spider-Man and bringing him to Octopus's lair under the East River before Spider-Man escaped, driving off Octopus and Witter.
Days later, now operating from an abandoned Greenwich Village brownstone, Witter began kidnapping men on which to feed while Madame Web assembled the heroic, depowered Spider-Women to capture her granddaughter. Tracking Witter's psychic emanations, Franklin and Drew battled her, and Witter was rendered unconscious when Franklin mystically absorbed all of the power that Witter had stolen from the others. Reuniting with Octopus, Witter realized that she still had psychic control over the spider legs that were now attached to Franklin's back, and she forced Franklin to attack Spider-Man against her will until Madame Web severed the psychic link and subdued Witter. Witter was placed in Web's care as she slowly siphoned her powers back, eventually escaping and using her psychic powers to learn Spider-Man's true identity. Witter's powers were finally rendered dormant after Spider-Man and Franklin defeated her.
Fully powered, Spider-Woman had superhuman strength, speed and agility; the ability to adhere to virtually any surface: the power of flight; and the ability to generate bio-electric "venom blasts." strands of psionic force that could be woven into adhesive "psi-webs." and psionic spider legs that emanated from her back. She also has inherent precognitive abilities, telepathy and psionic detection. Spider-Woman can hypnotize males using eye contact, and she can absorb the powers of other Spider-Women, until Mattie Franklin absorbed all her powers and the powers she had absorbed.