Under the psychiatric care of Dr. Kafka, Eddie Brock has come to believe that Venom is a figment of his imagination. Then Baron Mordo tempts Eddie -- reunification with the alien symbote that makes him as powerful as Venom.

Spider-Man and Venom must put aside their differences and help Iron Man stop Carnage and Baron Mordo from releasing Dormammu.

Ex-employee of Stark Industries, Dr. Jonathan Ohn, invents a portable interdimensional technology that accidentally makes him the living embodiment of a portal. Calling himself the Spot, he tries to steal money to fund his research. But his unstable invention has created a vortex that threatens to engulf New York. How can Spider-Man fight that?

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.