The Guardians of the Galaxy team up with the original X-Men in this adventure, in which the Shi' ar learn that Jean Grey is alive in the present, and want to make her pay for the crimes of the Phoenix.

Miles Morales takes up the mantle of the Ultimate Spider-Man! Before Peter Parker died, young Miles was poised to start the next chapter in his life in a new school. Then, a spider's bite granted the teenager incredible arachnid-like powers. Now, Miles has been thrust into a world he doesn't understand, with only gut instinct and a little thing called responsibility as his guides. Can he live up to Peter's legacy as Spider-Man? As Miles grapples with...

"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!"...