An indescribably powerful cosmic being gathers nine of Marvel's most mismatched super beings for purposes beyond their comprehension. Can Spider-Man, Gravity, Venom, Henry Pym, The Wasp, Medusa, Kraven, Firebird and the Hood keep from killing each other before they have to face the dangers of their destination, the deadly artificial planet known as Battleworld?
We start with the image of a many burying something, excerpts of a letter to a woman in the background. He talks about the most recent visitors to Battleworld, and is seen burying the Bi-Beast,a Skrull, and a member of the Kree race, all while explaining how he didn't have time to stop them from destroying one another. The image spreas out to show him finally finishing the graves, lamenting over the fact that he cannot give them a proper burial as he does not know their customs. He walks away from them, and hundreds of graves are seen.
We switch to the site of a college in mid-New York City where a young Gravity sits with his girlfriend Lauren. He watches her do work, and she is concentrating. As she glances up, he tells her that he likes the wrinkle on her cheek when she concentrates, and the two start kissing. Deciding to head to her apartment, They arrive and start kissing befor a noise comes from outside. Gravity, realizing that he must go, changes into costume and says good-bye to his girlfriend, flying into the air.
He confronts Brushfire, and hits him hard with a car. Instead of fighting back, Brushfire decides to just give up, and Gravity flies away. On his way home, he notices a large coliseum like thing, and as he flies into it, he is teleported away with a 'FWASSH'.
Waking up, he realizes that he doesn't feel to well, and wakes up to see a group of superhumans, Hank Pym, the Wasp, Medusa, Firebird, Spider-Man, Venom, the Hood, and Kraven. After being informed and quarreling a bit with Venom, Wasp takes away the Hood cigarettes, and the others all angrily yell at him. As they try to figure it out, Wasp explains what happened on Battleworld years ago, when a voice speaks out at them.
Nobody reacts to his message that they must all kill one another, and Wasp tries to explain who he is. The Hood is the first to even consider attacking the others, but Kraven the Hunter stops him with ease. Kraven remarks that he couldn't hurt anyone in the room, except maybe Pym. Venom is the next to consider resorting to violence, and he attacks Spider-Man, the one who he hates the most. After a brief scuffle, he murders Spider-Man.
In his dying words, he confuses Medusa with his wife telling her that he loves her, and then appears to die. Venom screams out to get his reward, but Medusa reacts violently towards him, telling him that all he will get is punishment from her, as she prepares to attack....