In Horizon Labs, Peter and Max Modell coordinate John Jameson's mission at the Apogee 1 Station. They also open a communication channel so that John can talk to his father. Jameson and John are happy to talk after everything that's happened, when suddenly, the signal breaks off. Peter and Modell try to fix the signal, and Modell tells Juergen to check on the station's status. Juergen does so, and realizes that the entire station is experiencing a full system failure.

Peter leaves Horizon Labs and changes into his Spider-Man costume. He then goes to the Baxter Building, hoping the Future Foundation can help him in saving the station.

In the Baxter Building, Spider-Man finds Johnny dancing in his underwear. Spider-Man asks Johnny for his help in saving the station. After some convincing from Spider-Man, Johnny reluctantly accepts. Using a spaceship, Spider-Man and Johnny blast off into space.

Meanwhile, Jameson stands outside Horizon Labs, thinking about his son. When Modell tries to reassure him, Jameson bitterly says that Horizon is dangerous, not only to his son but to the entire world. He also says that no matter what happens here, he'll never forgive Modell.

Spider-Man and Johnny arrive at the Apogee 1 Station. Entering the station, they find it deserted. The artificial gravity systems have been disabled, so Spider-Man and Johnny have to hover to get across the station. Suddenly, Spider-Man and Johnny are attacked by Octobots. Johnny tries to fight them with fire, but Spider-Man tells him not to, as his flames will consume the station's oxygen and they don't know how much oxygen they have left. When Spider-Man tries to use his webs, it doesn't work, as the lack of gravity causes the webs to dissipate. Suddenly, an energy blast paralyzes the octobots. Spider-Man and Johnny then find John Jameson, who's holding an EMP rifle.

At the Sinister Six's underwater base, Doctor Octopus and Mysterio coordinate the octobots' mission. When Mysterio notes that the octobots were temporarily disabled, Doc Ock decides not to take chances and orders the destruction of the station as soon as the octobots finish their mission.

At the station, John outfits Spider-Man and Johnny with propellant belts that will allow them to get across the station without trouble. Arriving at the shuttle hangar, John tells Spider-Man and Johnny that it was a blessing that he was outside when the station began shutting down. When Spider-Man asks why, the station's crew appears and surrounds them. Spider-Man realizes that the crew has been taken over by octobots, turning them into octobot-zombies.

To be continued...