Spider-Man awakes (he's taking a serious beating this time around) to find himself in a containment tube along with all the people that have disappeared from the old run-down hotel where Spidey started this whole ride two issues ago. The confused people look to Spider-Man for help, unable to take the effects of Psycho Man's experiments any longer, but he can't even get his bearings together before said villain's reappearance. Only now he's twice as tall. Realizing that he lacks the power to excape after seeing the Surfer powerless in his own tube, he asks Psycho Man for the explanation that has eluded him. It seems that the insectivorids have invaded Psycho Man's realm of Sub-Atomica and threaten to conquer it, something Psycho finds unacceptable. Since his powers are based on emotion, Psycho Man was powerless to resist hordes of the mindless, unfeeling drones. That's where the Surfer came in, as Psycho Man heard of him and "set out to bind him to my will." As for Spider-Man? He's soon to become the experiment du jour in an attempt to discover the link between him and the insectivorids. Nice in-laws, Spidey.
As Annihilus ("THE LIVING DEATH THAT WALKS!") prepares his insectivorid army to invade Psycho Man's worldship, wherever it is, Spider-Man is trying desperately to find a way out. Inquiring about the Silver Surfer's mentally controlled board, Spider-Man tricks his enemy into revealing its location. Which, in turn, snaps the Surfer out of his malaise and uses the board to spring Spidey. With the old-fashioned webbing-in-the-face move, Spidey manages to trip Psycho Man and knock his head off. Well, the head of the giant suit he was wearing, anyway, and as the normal-sized Psycho Man beats a quick retreat Spider-Man takes the time to free the Surfer. After talking the Surfer out of a violent revenge, the two heroes run out of time. It seems the insectivorids have invaded.
The Silver Surfer quickly notices that the insectivorids are ignoring Spider-Man, and convinces him to use that link. ("And here I didn't think I was the Pied Piper type!") Spider-Man starts to lead the drones back out the way they came but is cut short by a crippling blast of doubt from Psycho Man's ray gun. Actually, it looks more like a clipboard, but why nitpick? Psycho Man is then given a dose of his own medicine by the ambushing Annihilus. The two begin to battle, and Spider-Man quickly realizes that discretion is definitely the better part of valor. The Silver Surfer converts the empty containment tubes into a vehicle of some sort, and Spidey manages to herd the remaining captives on-board before the insectivorids can reach them. The good guys escape, reappearing in the submolecular studies lab of Four Freedoms Plaza--much to the surprise of the Fantastic Four, leaving Annihilus and Psycho Man to... work out their differences.
The story ends on an upbeat note, with the Silver Surfer parting as friends and Peter Parker actually getting a bonus rate from Jonah from the pictures he took during this fracas. And just how did he explain being carted off to Sub-Atomica???