The series follows a group of mismatched superheroes and supervillains — Hank Pym, the Wasp, Gravity, Medusa, Firebird, Alyosha Kravinoff, Venom (Mac Gargan), The Hood and the Space Phantom —who have been abducted by a cosmic entity, supposedly The Beyonder, to the alien Battleworld for unknown purposes.

A mysterious man buries three recently killed familiar aliens (Bi-Beast, a Skrull, and a Kree), the newest of many corpses in a huge graveyard.

Meanwhile, on Earth, the fledgling hero Gravity, defeats Brushfire in a quick fight, then examines a teleportation device that takes him to outer space.

He awakens, meeting Spider-Man, Medusa, Firebird, Wasp, Venom (Mac Gargan, formerly the Scorpion), Henry Pym, Kraven the Hunter (Alyosha Kravinoff), and the Hood.

The sonic booms hitting his body cause him potentially fatal damage, and when the others distract her, Venom runs away, destroying the ship's controls.

Kraven realizes this isn't how Spider-Man would talk, and when the Hood shows up, and further damages the questionable hero, takes him to the group.

Back on Battleworld, Venom destroys Pym's gateway to Limbo, stranding the group there and demanding for the Beyonder to give him his prize.

Suddenly, Pym seemingly uses a disintegration beam to destroy the entire group, and asks for his reward, and The Watcher appears.

Battleworld begins to break up, but Gravity temporarily holds together the world and sends the group to the teleporter, back to Earth, sacrificing his life.