No evildoers have tried to flatten Peter Parker in weeks. His marriage to Mary Jane is stronger than ever, and he's enjoying his job as a high-school science teacher. Life is good. Naturally, that doesn't last. When Peter learns that his old enemy, the Rhino, is on a rampage in Times Square, he suits up as Spider-Man to stop the destructive villain in his tracks. But he's unexpectedly foiled in his attempts by the Black Cat, a former ally and old flame. The Cat informs Peter that the Rhino is just a distraction - the real threat comes from a group of Ancients.

The fate of the entire Marvel Universe hangs in the balance as Earth's mightiest heroes face their greatest challenge! Summoned across the stars by the mysterious and unbelievably powerful Beyonder, the Avengers, Spider-Man, the Fantastic Four, and the X-Men are set against their deadliest foes on the mysterious planet known as Battleworld - with the winner promised the ultimate prize. But as battle lines are drawn, new alliances are forged, and old enemies clash, one among them is not willing to settle for anything less than godhood.

Peter Parker is caught in a complicated web. Working in a cutting-edge laboratory, he's a young scientist who's trying to make a difference. Yet he's constantly burdened by the responsibilities of his second career as the crime-fighting Spider-Man. Wilson Fisk - the so-called Kingpin of Crime - has returned to New York, establishing himself publicly as an altruistic entrepreneur and philanthropist. Spider-Man knows better, but he can't uncover Fisk's scheme, which, if executed, will make the crime lord too big to fail.

A vicious serial killer named Cletus Kasady has had his body chemistry altered by an alien creature. Now, Kasady can transform into Carnage, who, along with his lethal living costume, lives for chaos and random acts of senseless, brutal murder! Carnage has been returned to New York in chains, the subject of a daring attempt to reverse the effects of his metamorphosis. When the interference of a deranged scientist causes the experiment to go horribly wrong, Carnage is set loose upon the city once again!

The Lizard is wreaking havoc throughout the Everglades, as he seeks a cure for his dual identity as the reptilian villain and the human scientist Dr. Curt Connors - the result of an experiment gone horribly wrong. Spidey's attempts to halt the Lizard's rampage lead him to a web of intrigue and danger that may spell the destruction of a space-shuttle launch. The action heats up as Venom, the alien symbiote who wants Spider-Man dead, arrives, targets the Lizard for death, and won't let anyone stand in his way!