- A Faceful of Danger!
- Slaughter on the 23rd Floor!
- Obnoxious Mandarin!
- Operation Doofus Drop!
- Assault, Off-Asgard!
From the comfort of his Asgardian snow fort, Loki watches Dr. Octopus attack a secret S.H.I.E.L.D. base, and plans a trick. He summons over one of his Chitauri servants who brings him the Nornfrost, an enchanted snowball with the ability to overload any individual's special abilities, and hatches a scheme to use the snowball to mess with Spider-Man. He throws the Nornfrost through his portal to Earth and it hits Doc Ock, causing the villain's mechanical tentacles to become infinitely longer. Meanwhile, in New York City, Nick Fury gets Spider-Man to go to the S.H.I.E.L.D. base to stop Dr. Octopus. When he arrives, he finds Doc Ock already has already taken out all the S.H.I.E.L.D. agents at the base and has the beta burst missile. Spidey fights the power-mad Octavius, who now calls himself an "overload," and defeats him when he tricks Doc Ock into clamping his tentacles down on power lines. Spider-Man brings Octavius back to Nick Fury, who takes him away and leaves Spidey behind without cab fare. Loki, furious that his Octavius overload failed, swears this isn't over.
Some time later, a wave of more overloaded supervillains have wreaked havoc. Pleased with his work, Loki throws yet another Nornfrost snowball into Midgard, this one headed for Venom. Loki sees Spider-Man swinging through Manhattan, and orders the Venom overload to attack him. Their fight leads them to crash into the Daily Bugle's offices. Spidey notices Venom's eyes are glowing the same way Doc Ock's were and wonders what the connection between the two are. As they fight, Stan Lee gets off the elevator with a desert cart. Spider-Man and Venom fight over who gets the last cheese danish, and they crash through the floor to where the Bugle's newspapers are printed. Spider-Man tricks Venom into getting caught in the printing machine by throwing the danish in, and Venom (and the danish) come out the other side of the machine stuck to the paper. Captain America, Wolverine, and Nick Fury soon arrive to take Venom to a jail cell on the Helicarrier.
The Mandarin flies an attack helicopter to Tony Stark's Malibu mansion, threatening to destroy it. Loki sees this, and overloads the Mandarin with Nornfrost. The villain's overloaded abilities spread to his helicopter, and he destroys Stark's mansion. Iron Man and Pepper Potts were able to escape the blast, but Loki throws even more Nornfrost at the Mandarin. He fires rockets at the mansion again, burying Tony Stark in rubble. Loki has his Chitauri servant bring him over a whole platter of Nornfrost snowballs, planning on throwing all of them at the Mandarin, but one snowball falls off the platter, causing the servant to slip and drop all of them down a deep chasm. Back on Earth, Iron Man sends his armor's left hand after the Mandarin, knocking him out of his plane. Falcon swoops in and catches the Mandarin before he hits the water, and flies him off to the Helicarrier. Loki, furious with his latest failing, vows to create an army of overloads.
Loki's portal to Midgard is broken. Not being patient enough to wait for his Chitauri servants to fix it, Loki peers into Midgard with his astral eyes. He sees Iron Man and Iron Fist on a speedboat looking for the Abomination, but before he can see any more an airplane flies through his vision. He looks back into Midgard, and sees the Abomination on top of the plane. Loki overloads the Abomination, causing him to attack the plane. Iron Man warns Iron Fist that they have to stop him soon or else the Hulk will show up and the two will "wreck stuff." As he says this, the Hulk - seemingly out of nowhere - jumps onto the top of the plane and confronts the Abomination. The two destroy the plane in their fight, as Iron Man and Iron Fist fly up and catch the passengers. Hulk and Abomination crash onto a nearby oil drilling platform and continue their fight. Iron Man drops Iron Fist onto the platform. The Abomination charges him, but Iron Fist throws him back with a charged punch; right into the Hulk, who bats the villain into the ocean with a steel girder. Iron Man puts the passengers down on the platform. Loki, seeing he overloaded the wrong gamma monster, plans to overload the Hulk, but the Hulk sees his astral eyes in the sky and punches them out. Although defeated, Loki plans his final scheme where he'll take over Asgard's throne.
Black Widow, Captain America, and Wolverine take roll of all the overloaded supervillains imprisoned aboard the Helicarrier. In the middle of this, Loki astral projects into Midgard and orders the overloads to jump up and down, bringing down the Helicarrier over Tony Stark's Malibu mansion. The supervillains escape and start to destroy the Helicarrier. Thor flies in with Spider-Man, and the heroes fight the overloads. Thor knocks out Doc Ock, and recognizes the blue energy in his eyes as Nornfrost. Realizing his brother's treachery, he takes Spider-Man and Iron Man back with him to Asgard. Meanwhile, in Loki's snow fort, the Chitauri fix Loki's portal to Midgard just as the three heroes arrive. Loki overloads himself by eating several Nornfrost snowballs, but gives himself a brain freeze. The heroes make use of the opening to attack Loki, but he recovers, throws Spider-Man into a wall, and laughs off Iron Man's repulsor blast and Mjolnir's lightning. Loki reveals his plan to raise an army of overloaded supervillains and take the throne of Asgard, but slips and accidentally blasts himself with energy from his staff. Thor hurls Mjolnir at him, almost making him fall down a deep chasm in the fort. After threatening his brother with a "hammer-noogie," Loki calls off his enchantment, and the overloaded supervillains are depowered. Back in Midgard, the villains are all back in S.H.I.E.L.D. custody. Spider-Man thinks the whole mess was somehow his fault, but Nick Fury cheers him up by giving him a S.H.I.E.L.D. security card and his own Spider-Bike. Spider-Man rides away, but his bike runs out of web fluid, causing him to crash down in New York City. His bike lands not far behind him on top of Stan Lee's hot dog cart, getting mustard on J. Jonah Jameson's shirt, who swears that he knows Spider-Man is behind it.