Magneto has issued his Ultimatum to the world - and unleashed a tidal wave upon Manhattan that triggers a new epoch in the history of civilization. In the center of the maelstrom are New York City's most gallant defender and the family and friends that live - and die - beside him. This is the story of Aunt May, Mary Jane, Kitty Pryde, J. Jonah Jameson and the hero that looms over all their lives as they bear witness to the end times of the Ultimate...

With the Avengers disassembeled, there's nobody on hand to stop the chaos that ensues when Electro frees forty-two supervillains from the Raft, New York City's maximum security prison. The remaining local superheroes band together as the New Avengers to protect New York City from this dire threat

"Things are changing in the young life of Peter Parker: The Fantastic Four's Johnny Storm is now his buddy-- and the hot-headed super hero has taken a liking to Peter's classmate, Liz Allen! But something is horribly wrong with Liz-- something that will soon affect the life of every student at Midtown High-- including Peter's ex-girlfriend, Kitty Pryde! Guest starring the X-Men and the most malevolent mutant of all: Magneto, Master of Magnetism!"...