Peter and M.J. notice red lightening, and Peter jumps into action as Spider-Man! Spidey joins a battle with Iron Man, The Fantastic Four, Thor and Cyclops! All vs. the Mindless Ones!
After a rough day at school dealing with Julie, an uncooperative administrative assistant, Peter tries to relax with MJ and May. Aunt May asks why Julie offends Peter when she's only reponding to her own nature. Later, Peter and MJ watch lightning from their bed. When a red lighning bolt strikes, Peter heads out as Spidey to investigate. Je finds Times Square overrun by Mindless Ones and joins Cyclops, the Thing, Human Torch, Invisible Woman, Thor and Iron Man already fighting them. Spidey rescues a bystander, only to discover it's Julie from Midtown High. When she ashs for an autograph signed to Julie "for my niece", Spidey signs an air shaft, telling her, "If you can pull it out of the ground, you can have it". Mr. Fantastic arrives with a device to channel the heroes' various energies into a vibrational plane that will return the Mindless One to their home. Dr. Strange arrives too late to prevent the device's use, which allows Dormammu to cross over to Earth instead.