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!
The story starts where the last issue left off; Spider-Man, Human Torch, and John Jameson are surrounded by the crew of the Apogee 1 Space Station. The crew are under the control of tiny octobots and are attacking the heroes. Johnny Storm flames on and flies them all to safety. He had to flame off though because he was burning off all the oxygen that the station has left. The trio make their way towards Storm's Pogo Plane but it gets blown up by an angry Doctor Octopus. The team then attempt to make it to the space shuttle but that also gets blown up.
When all hope seems lost, Spider-Man develops a plan to save them all. If they deplete the station of its oxygen supply then the Octobot-controlled crew will be knocked unconscious because they still need air to breathe. Doctor Octopus sees what is happening and who is ultimately responsible for his failed plan (Spider-Man) so he sends the station plummeting to the Earth.
The heroes and the unconscious crew manage to escape the doomed space station by stowing away within the Deep Space Sensory Deprivation Chamber that is a component of the station.
They crash land into the water and the crew is saved by passing boats. In the midst of all the chaos of plummeting to the earth, Johnny Storm manages to direct their crash landing to the waters off the coast of Daytona Beach during spring break.
The final scene cuts to Doctor Octopus and the Sinister Six. Doctor Octopus says that it is time to activate his last master plan.