Black Scorpion's long lost enemy The BreathTaker is back and this time he's got a new special gas.

Breathtaker is resuscitated by the mad-but-benign Dr. Phoenix, and his lovely, buxom assistant, Ariana. Unfortunately for the populace of City of Angels, Breathtaker plots to torture the city with a nerve gas that brings their fears to life through dangerous hallucinations.

Dr. Ariel Haze is an environmental scientist obsessed with stopping pollution. One night she becomes in contact with some chemicals and becomes a human smog. Renaming herself Pollutia, she plots to erase all humankind.