Peter Parker begins to settle into his life on Counter-Earth. Peter's new landlady is a woman named Naoko Yamada-Jones, and she is a single mother of her son Shayne. Naoko witneses her son Shayne being dragged into the sewers by something green, and asks Peter for help.
Spider-Man enters the sewers, only to discover that Counter-Earth contains a parallel version of his old nemesis: The Green Goblin. Goblin is different than The Green Goblin, for he wears a high-tech backpack with built-in wings, instead of the original The Green Goblin's glider. Spider-Man automatically assumes that the parallel version of his old enemy took Shayne because he is something green. Spider-Man and Goblin fight. Eventually, Spider-Man gets to know Goblin, and realizes that Goblin did not kidnap Shayne, but is in fact the local vigilante hero. Together, Goblin and Spider-Man search the sewers for the real culprits. Goblin is motivated by a strange connection to Naoko, but doesn't seem to be much of an ally or friend towards Spider-Man.
Goblin and Spider-Man must fight robots, and Goblin blinds the robots with a flash pumpkin bomb.
The real kidnapper turns about to be an amoeba-like creature called Bio-Mass, whom is under Carnage and Venom's control. Bio-Mass touches it's victims, and they are instantly under mind-control. It is revealed that Carnage and Venom were summoned to Counter-Earth by the Snoptic, the nerve center for symbiotes. On Counter-Earth, the two symbiotes intend to use the Snoptic to rule the planet and spawn a world full of Symbiotes, unless Spider-Man can stop them. Together, the Goblin and Spider-Man rescue Shayne from their clutches, right before Shayne is put under Bio-Mass' control.
Shayne is returned to Naoko, who thanks both Goblin and Spider-Man. The viewer is left with the feeling that Goblin and Naoko have had past experiences together.
After presenting several pictures taken of his alter-ego, Spider-Man, Peter is hired as a photographer for the local news, The Daily Byte.