Marvel's most popular hero joins forces with Marvel's most popular super-team in this all-new trilogy. Spider-Man joins forces with the X-Men team when a mysterious photograph leads to a shocking discovery at the Time Displacement Core. The heroes must make a perilous journey into the past to prevent the destruction of the present.

The X-Men are mutants—born with extraordinary powers that set them apart from the very humanity they are sworn to protect. Now, groundbreaking research has revealed a method for reversing the genetic mutation responsible for mutant powers—whether the mutant wants it reversed or not. The US government wants to use this procedure to eliminate the so-called mutant menace once and for all—but the X-Men soon learn that the true source of the procedure is their old enemy, Sinister! And his agenda is far more complex and dangerous than even the X-Men can imagine.

The fate of the entire Marvel Universe hangs in the balance as Earth's mightiest heroes face their greatest challenge! Summoned across the stars by the mysterious and unbelievably powerful Beyonder, the Avengers, Spider-Man, the Fantastic Four, and the X-Men are set against their deadliest foes on the mysterious planet known as Battleworld - with the winner promised the ultimate prize. But as battle lines are drawn, new alliances are forged, and old enemies clash, one among them is not willing to settle for anything less than godhood.

When the Scarlet Witch of the Avengers and Rogue of the X-Men all disappear under mysterious circumstances, each team's search leads them to more questions than answers. When the X-Men appear to attack a high-security government installation, the Avengers must track down the mutants and learn the truth behind the abductions before it's too late.

A vicious serial killer named Cletus Kasady has had his body chemistry altered by an alien creature. Now, Kasady can transform into Carnage, who, along with his lethal living costume, lives for chaos and random acts of senseless, brutal murder! Carnage has been returned to New York in chains, the subject of a daring attempt to reverse the effects of his metamorphosis. When the interference of a deranged scientist causes the experiment to go horribly wrong, Carnage is set loose upon the city once again!