Spider-Man wears a new Nano-Tech costume, hijacks a shuttle and lands on Counter-Earth, he is then captured by the Knights.

Spider-Man escapes the Knights, he learns that Counter-Earth is ruled by Beastials and they use Machine Men to enforce their laws. Spidey wants to return to Earth.

Back in Counter-Earth, Peter gets to know his new landlord and son. The son is captured by the Biomass and Spidey must rescue him. Peter gets a job as a photographer.

Git is due to be experimented on by the High Evolutionary. Spidey and the Knights must join forces to rescue him otherwise a nuclear charge will infect Earth.

Spidey befriends a Machine Man X-51 who is then hunted by the Knights who want to exchange him for a prisoner, Spidey must prevent this from happening.

A hunter is hired to hunt down Spider-Man, they learn of Spidey's true identity and he has to convince them that he is not Peter Parker.