the Octobots, making them Octobot-controlled zombies that obey Doctor Octopus's commands. While in their undersea base, Doctor Octopus and Mysterio discover that their Octobot-controlled zombies have passed out. After Apogee 1 Space Station is destroyed and the crew is evacuated by Spider-Man, the Human Torch and John Jameson, Doctor Octopus tells the rest of the Sinister Six that his master plan is about to begin. Although Mysterio aids Doctor Octopus in his attack against the Avengers and his plan to "heal" the world during the "Ends of the Earth" story line, he agrees to help Spider-Man, Silver Sable and the Black Widow defeat Doctor Octopus's plans after Spider-Man convinces him that Doctor Octopus will not honor any deal he has made with the Six, as he will almost certainly scorch Earth if his plan succeeds. Mysterio leads Spider-Man and his allies to a Mayan temple where Doctor Octopus's base is located (claiming that he was responsible for the choice of location due to the supposed Mayan prophecies of the world ending in 2012), leaving them to face the mind-controlled Avengers. After disabling the Octobots that were controlling the Avengers, Mysterio lends Spider-Man and Silver Sable his vehicle and provides them with the location of Dr. Octopus' base. He then disappears in a cloud of smoke and leaves the heroes to deal with Octavius. During the Spider-Men story line, Mysterio has crossed over to the Ultimate Marvel Universe multiple times only to encounter the mainstream Spider-Man after his last travel. In the struggle, Spider-Man is transported to the Ultimate Universe, where Mysterio reveals that his Ultimate counterpart is simply a robotic avatar controlled remotely. Refusing to allow Spider-Man to escape, Mysterio sends a robot avatar after Peter and the new Spider-Man. Despite using chemical weapons to create the hallucination that both Spider-Men are fighting an army of their greatest foes, Peter's greater experience allows him to focus through Mysterio's illusions and destroy the avatar. Mysterio subsequently departs, reflecting that it is more appropriate to leave Spider-Man trapped in a world where he is dead, leaving Iron Man to examine his discarded technology. Mysterio is preparing to cement his victory by destroying the portal and trapping Spider-Man in the Ultimate universe forever. But unable to resist the temptation to see how his enemy is faring, he keeps the portal open long enough for Peter and the Ultimates to capture him. Despite his