Something has gone terribly wrong at a top secret government installation in the Nevada desert! Meanwhile in the same vicinity, the World Conference on Man-Made Mutation is taking place onboard a 747 airplane! The Daily Bugle sends a photographer, Peter Parker, to cover the airborne conference; and Professor Xavier and his students are also present to keep an eye on the proceedings! But when a group of robots attacks the plane in mid-air, the Amazing Spider-Man meets the New X-Men for the first time! After safely landing the plane, the heroes discover the source of the problem: an underground "nest" teeming with deadly radiation! However, unbeknownst to the web-slinger and the X-Men, eight mystically-powered beings are waiting down below...and they want the power of Phoenix! Can your friendly neighborhood Spider-Man and the Uncanny X-Men beat the Lords of Light and Darkness? And prevent a global meltdown?