Appearing in 1st story
- Sinister Six
- Apogee's crew (Mind-controlled by Octobots)
- Earth Orbit
- Apogee 1 Space Station (Destruction)
- New York City
- Underwater base of the Sinister Six
- Daytona Beach
- FF space ship (Destruction)
Synopsis for 1st story
Spider-Man, the Human Torch and John Jameson try to defend themselves from the Octobot-zombies. Johnny ignites and takes Spider-Man and John to his ship, but suddenly, the ship explodes.
In Horizon Labs, Jameson and Modell watch everything from the screens. Although Jameson is concerned at the situation, Modell tells him to calm down. Jorgen also discovers that the station is losing orbit. Jameson demands Modell to find a way to save his son, but Modell tells him that there are more ways to leave the station.
Spider-Man, the Human Torch and John try to use the station's shuttle to escape, but that ship also explodes, leaving them stranded. John wonders what they can do, but Spider-Man suddenly comes up with a plan: they can use the airlock to drain all the oxygen in the station, causing the octo-zombies to pass out, then they can turn the air back on. John agrees, saying that they could use space suits until the air is turned back on, but he also says that they can't get pass the octo-zombies to get to the environmental controls. John says that Horizon could do it remotely, but the octo-zombies have disabled the communications array. However, Johnny has brought his cellphone, which Spider-Man uses to open a channel with Horizon.
Spider-Man manages to establish contact with Horizon, and John reveals to Horizon their plan to drain the station of air.
At the Secret Six's underwater base, Doctor Octopus and Mysterio realize the Apogee Station has been drained of air. Watching the station with their screens, Doc Ock demands to see who is interfering with his plans and is shocked when the screens reveal Spider-Man wearing a space suit.
Leaving the station, Spider-Man tells Torch and John that they have three to five minutes before they have to turn the air back on. Their plan is to reach the comm station and establish contact with Horizon. Suddenly, Doc Ock appears on a screen, telling Spider-Man that he has meddled into his plans for the last time. Doc Ock presses a button on his console, causing the station to move towards Earth. John realizes that if the station enters the atmosphere, they will burn up.
Spider-Man decides to stick to the plan. The three will go to different parts of the station to gather all people and put them in a safe place so they can all leave the station together. Spider-Man uses his magnetic webbing to compensate for the lack of air.
At Horizon, Jameson is distraught by the station's fall. Modell tells him to have faith in Spider-Man, but Jameson replies that his wife died while Spider-Man was around, and if he fails to save John, then he might as well die too because he will never forgive him.
At the station, Spider-Man, Torch and John gather all people in at the deep space sensory deprivation chamber, using it to escape the station's destruction. While the station is destroyed, the chamber enters the atmosphere. During their fall, Spider-Man uses his webs to make parachutes while Torch absorbs the heat caused by their fall. After absorbing too much heat, Torch expels it in a powerful punch, slowing their fall down.
Finally, the chamber falls into a coast, and a nearby boat helps the crew. John tells his father that everyone survived, and refuses to accept the credit.
As Spider-Man and Johnny sit on the devastated chamber, Spider-Man thanks Johnny for his help, and Johnny replies that he is his friend. Spider-Man then realizes that Johnny purposedly steered the chamber towards Daytona Beach in the middle of springbreak.
At the Secret Six's base, Doc Ock tells the Secret Six that his master plan is about to begin.
• Spider-Man And The Human Torch Are Trapped On A Space Station Full Of Octo-Zombies Plummeting Toward The Earth!
• This Best Buds Super Team-Up Is Running Out Of Air And Running Out Of Time!
• The Final Stage Of Doc Ock’s Master Plan Begins Here!