Spider-Man is transported to an alien world, where he meets the Beyonder, a being who wants to see if good is stronger then evil. He then summons a group of the greatest villains from Earth to this world and tells Spider-Man to put together a group of heroes to fight them, and save the planet.

Spider-Man summons the Black Cat from earth, who despite her anger at being kidnapped, decides to help him fight the villains on the alien planet. The heroes must defeat the Red Skull, Doctor Octopus, and Allistair Smythe's robots while protecting a group of rebels, who are trying to take their planet back.

Dr. Doom reverts The Thing to his human form and holds the other heroes prisoner. In an attempt to free his friends, The Thing tells Dr. Doom about the Beyonder. Doom then steals the Beyonder's powers, but they begin manifesting themself in the form of creatures from Dr. Doom's dreams.