Astronaut John Jameson crash-lands on a planet circling the other side of the sun, a near duplicate of our world called Counter-Earth! There, a strange society exists ruled by the High Evolutionary! Served by an army of bizarre Beastials and the relentless Machine Men, the master of genetics rules with an iron grip. A spaceship has been sent to rescue the stranded astronaut, and hitching a ride is Spider-Man! Unfortunately, also onboard are two of the web-slinger's most malicious adversaries: Venom and Carnage! Soon Spidey and the gruesome twosome will all arrive on the strange new world, and then the fun will really begin!