Two yellow eyes from the sky look down at Spider-Man and a voice says he will accept him. The eyes then transform into the Beyonder. Spider-Man is introduced to an alien planet where there is good but no concept of evil. The Beyonder then chooses Dr. Octopus, Dr. Doom, Alistair Smith, the Lizard, and the Red Skull teleporting them all to the planet. The Beyonder shows the destruction that the villains caused and the villains have made their own countries. The Beyonder introduces Spider-Man to a machine that will let him get a fixed number of superheroes to fight alongside with him against evil. Spider-Man selects the Fantastic Four, Iron Man, Captain America, and Storm.