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.

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.

Spider-Man finds himself in yet another dimension, where he meets .... himself!

Spider-Man is sent through several dimensions trying to fix time and seal away Spider-Carnage. Peter meets his would be girlfriend Gwen Stacey and Stan Lee.