Spider-Man, the Avengers and the Agents of S.M.A.S.H. battle their greatest foes for the fate of the planet. Spider-Man teams up with Iron Spider, Agent Venom and Thor against Terrax, Attuma and Annihilus. Then Spider-Man uses LMDs to distract The Grandmaster so he, Iron Spider and Agent Venom can board Grandmasters ship to save the hostages. Can his plan succeed?