While out searching for planets and stars, the Silver Surfer happens upon an enormous zeppelin. Inside he meets Floyd Donahue, a skrull and the owner of the "Big Casino," a giant gambling blimp. Before Floyd can explain what he is doing, the Surfer notices something in the star configurations and leaves with haste.

Back on Earth, Spider-Man is being watched closely by The Thinker, who is patiently waiting to execute his plan. When the opportunity arrives, he strikes - pitting a brainwashed Spidey against the Surfer. His plan is to capture and analyze the Silver Surfer through experiments, in hopes he gains more knowledge of the universe. Things are not as they seem though, as a powerful force is watching and waiting behind the scenes..