After the discovery of Counter-Earth, a very Earth like planet in the same orbit on the oposite side of the sun, John Jameson is sent on the first manned mission to it. But while covering the launch, Peter sees Venom and Carnage enter the shuttle. He tries to stop them, but fails and ends up taking the blame for the assumed loss of the shuttle and gets a bounty on his head. Then, when a plea for help from a John Jameson on Counter-Earth is recived, Peter sees the only way to clear Spider-Man's name as hijacking a new shuttle and go to Counter-Earth himself...

Barely escaping from the knights, Spider-Man hooks up with the human resistance movement and finds John. But the joy is short lived, when it turns out they were being followed...

A resistance member steals a sample of one of Sir Ram's experiments, not knowing that it contains a nuclear charge, triggered to explode shortly after the container is removed from the lab. With a lot of ground to cover, the resistance and the knights are left no choice other to cooperate in order to find him before the city is blown to pieces.

Spider-Man rescues a robot from being scrapped, after it starts showing signs of sentience. But the freedom is shortlived, as the knights want him back to find the source of his malfunction.

Worried about the increasing morale boost Spider-Man has been giving the humans, Sir Ram contacts feared assassin to take him out.

With the location of his shuttle, Peter decides it's time to go home. Just the right time too. as the Goblin is determined to help him pack.