Peter Parker is on assignment in South America with some wealthy businessmen. Their plane crashes in the jungle and their only salvation is a frail boat on the river. However, the river ends as a whirlpool and all are caught in an eerie cave full of bats and unusual creatures. The businessmen are captured by the henchmen of a Conquistador, who uses a fire pit to terrorize and rule over this strange world. It's up to Spider-Man to free the menaced innocents and neutralize this paranoid tyrant.

Spider-Man stumbles upon a robbery perpetrated by a woman with the same spider powers he has. Spider-Man follows her and discovers that she is from a distant civilization that crash landed one Earth long ago.