Appearances
Featured Characters:
Supporting Characters:
Villains:
- Otto Octavius / Dr. Octopus
- Johann Shmidt / Red Skull
- Victor von Doom / Dr. Doom (First appearance)
- Alistair Smythe
- Dr. Curt Connors / The Lizard
Other Characters:
- The Beyonder
- Madame Web
- Spencer Smythe (Final appearance)(In cryogenic suspension)
- Martha Connors (Mentioned)
- Billy Connors (Mentioned)
- Venom (Mentioned)
- Carnage (Mentioned)
- X-Men (Mentioned)
- Gambit (Remy LeBeau) (Cameo, on the computer monitor)
- Wolverine (Logan) (Cameo, on the computer monitor)
- Rogue (Cameo, on the computer monitor)
- Cyclops (Scott Summers) (Cameo, on the computer monitor)
- Jubilee (Jubilation Lee) (Cameo, on the computer monitor)
- Beast (Hank McCoy) (Cameo, on the computer monitor)
Locations:
- Earth-92131
- Battleworld
- Battleworld Citadel
Items:
- Spider-Man's Web-Shooters
- Doctor Octopus' Tentacles
- Doctor Doom's Armor
- Iron Man Armor
- Captain America's Shield
- Teleporter
Vehicles:
Synopsis
Madame Web brings Spider-Man to another dimension where he is brought before a being known as the Beyonder, who has chosen Spider-Man to be part of an experiment to see if good is more powerful than evil. He finds a paradise planet and introduces a band of villains to take it over (Doctor Octopus, Doctor Doom, Alistair Smythe, The Lizard, and the Red Skull), and it's up to Spider-Man to lead a team of superheroes to save the planet. Spider-Man summons The Fantastic Four, Iron Man, Captain America, and Storm from the X-Men. Before he can explain, The Thing and The Human Torch attack him, but the others defend him. The Lizard then appears and attacks Spider-Man, but they knock him unconscious.
Notes
- Despite Storm being the only X-Men member to appear, most of the others are briefly shown on the computer monitor as Spider-Man chooses which one to recruit (See other characters above). The only ones not displayed are Professor Charles Xavier or Jean Grey
