While looking for Thor who is missing in action, Spider-Man's team is shrunk into super-small versions of themselves by one of Loki's tricks. Nick Fury has Spider-Man's team placed in the Helicarrier's D.A.Y.C.A.R.E. area, but with Thor also having been shrunk, Spider-Man's team must find a way to help Thor fight Loki and the Destroyer Armor and return to normal size.

Spider-Man and The Hulk switch minds, leading to lots of craziness and a clobberin' from The Thing of The Fantastic Four.