

Appearances
Featured Characters:
Supporting Characters:
- Madame Web (Cassandra Webb)
- The Lizard (Dr. Curt Connors)
- Fantastic Four
- Iron Man (Tony Stark)
- Captain America (Steve Rogers)
- Storm (Ororo Munroe)
Antagonists:
- The Beyonder
- Doctor Octopus (Dr. Otto Octavius)
- Doctor Doom (Dr. Victor von Doom) (First appearance)
- Spider-Slayer (Alistair Smythe)
- Red Skull (Johann Shmidt)
- Giant sand worms
Other Characters:
- Spencer Smythe (Final appearance) (In cryogenic suspension)
- Martha Connors (Mentioned)
- Billy Connors (Mentioned)
- Carnage (Mentioned)
- Venom (Mentioned)
- X-Men (Cameo) (Only on screen as a static image or video record)
- Gambit (Remy LeBeau) (Cameo) (Only on screen as a static image or video record)
- Wolverine (Logan) (Cameo) (Only on screen as a static image or video record)
- Rogue (Cameo) (Only on screen as a static image or video record)
- Cyclops (Scott Summers) (Cameo) (Only on screen as a static image or video record)
- Jubilee (Jubilation Lee) (Cameo) (Only on screen as a static image or video record)
- Beast (Hank McCoy) (Cameo) (Only on screen as a static image or video record)
Races and Species:
- Mutated Humans
- Cosmic Beings
- Humans
- Battleworlders (First appearance)
- Mutants
Locations:
- Earth-92131
- Earth
- Battleworld (First appearance)
- Octavia (First appearance)
- Battleworld Citadel (First appearance)
Items:
- Spider-Man's Suit and Web-Shooters
- Doctor Octopus' Tentacles
- Doctor Doom's Armor
- Matter/Antimatter Vortex
- Captain America's Shield and Uniform
- Teleporter
- Fantastic Four Uniforms
- Iron Man Armor
- X-Uniforms
- Wolverine's Suit (Only on screen as a static image or video record)
- Cyclops' Visor (Only on screen as a static image or video record)
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.