Somewhere in a Manhattan skyscraper, the villainous Red Skull gazes at the most powerful weapon in his possession: The Cosmic Cube, capable of warping and changing reality. In the right hands, this would be a chance for the good, but in his hands the influence of the Cube is causing havoc and destruction across the city. With a death head’s grin, he announces that desires more mayhem and for this needs more power. The Cube begins to glow.
Evidence of the chaos caused by the Cosmic Cube is not hard to find. The citizens of Manhattan run in panic, as transformed cars attempt to eat their passengers.
Enter Spider-Man, who grabs an about to be victim and keeps him from being the car’s hors d’oeuvre. He wonders what is going on, as crazy stuff like this is happening all over.
Meanwhile, Brian Braddock arrives on the international flight from London. He is a man on a mission. The mystical micro-circuitry of the costume he is wearing underneath his everyday clothes alerts him to the fact that the dark evil he is looking for is close. Quickly, he loses his everyday clothes and dons his helmet. As Captain Britain, he flies out of the airport in search of the Cosmic Cube.
As he flies over the Manhattan skyscrapers, Spider-Man discovers him. Curious, Spidey swings after him, asking what’s up. Cap briefly retorts that there is no time to talk. That’s just rude, Spidey complains, as he piggy-backs onto Cap’s back. Losing his concentration, Captain Britain falls – Spidey with him - through a skylight into what appears to be an anthropological museum.
Cap shouts that Spider-Man doesn’t understand. Why doesn’t he enlighten him then, suggests Spider-Man.
(flashback to Captain Britain’s origin)
Cap explains that, some years ago on the English moors, in a time of great fear and darkness, he lost control over his motorbike and ran it over a cliff. Close to death, the spirit of Merlyn appeared to him in a vision and gave him the chance to become a hero… to become Captain Britain.
Spider-Man makes a crack about Cap’s British accent and notes the next moment that his Spider-Sense is tingling. Not a moment too soon, as the Red Skull comes at them, shooting at Captain Britain. Thanks to his personalized force-field, the bullet is deflected and Cap proceeds to slap the gun out of the Skull’s hand. Spider-Man follows it up with a right hook to the Skull’s chin only to see that their foe is a robot. Then turn, you dolts, a voice announces.
They turn to face the real Red Skull, who is holding the Cosmic Cube. He uses the Cube to loosen an energy blast at the two heroes. He steps up to the fallen Captain and informs him that he requires the mystical energy enmeshed in his suit. Never, Captain Britain vows. He is there to put a stop to the Skull’s plans. The Skull mocks that then they need to pick a place and time where he cannot say “no.” He uses the Cube to create a gateway that transports himself and Cap away. Spider-Man, having regained his strength, follows.
By focusing on Captain Britain, the Cube has taken Cap and the Skull to Darkmoor, years in the past. Suddenly, Merlyn’s Amulet of Right, the source of Captain Britain’s power, appears around his neck.
Creating a machine gun out of nothing, the Skull explains that Merlyn had incorporated the power of the amulet into Captain Britain’s costume. Thanks to the Cube, it now hangs around his neck. Now he is supposed to hand it over, so that the Skull can combine its energies with those of the Cosmic Cube. As a little incentive, since Cap enjoys the company of spiders so much, the Skull shoots Spider-bullets at him. Even worse, Cap finds that the Cube has stripped away his force-field. He is now vulnerable to the Skull’s attack.
As if on cue, Spider-Man swings in and kicks the Skull in the back, joking that the Skull is giving spiders a bad name. Captain Britain warns Spider-Man about the Red Skull. He can alter reality. Including himself, Spidey states wryly, as the Skull uses the Cube to turn himself into a giant, muscled superman. He smashes Spider-Man into the ground and then grabs Cap, ready to tears him apart. He proceeds to smash him into the ground as well.
Spider-man jumps at the Skull from behind, hitting and kicking him. That’s his best shot? the Skull mocks, as he grabs Spiderman’s skull. It tickles.
Captain Britain emerges from the ground and announces that this charade ends now. The Skull may have the Cosmic Cube, but this is Darkmoor, British ground, where Merlyn and the Goddess of the Northern Skies came to him. They bombarded his broken body with mystical energies that date back to the time of King Arthur and before. He is the latest of an ancient line of defenders of the British Isles. This is his land and he is her champion. This is his base of power.
Suddenly, he tells Spider-Man to move his head out of the way. Spidey complies, Cap jumps and with one swoop both hits the Skull and tears the Cosmic Cube away from his necklace.
The Skull turns into his ordinary self again and Spider-Man takes him out. The Skull is down.
Cap suddenly hears a noise, an engine. Passing below them is younger Brian Braddock, on his motorbike. Soon he will lose control and crash. It is here that he meets his destiny, Cap muses, as he opens the gateway to take them home.
Back in New York, Spider-Man notices that something is different. It’s gone quiet. The city is at peace, Cap replies. It has earned a respite from the antics of the Skull and the Cube. They better enjoy it while it lasts, adds Spider-Man.