Their numbers dwindling, the Avengers stage a daring raid on the X-Men’s prison to rescue their captive members—and you won’t believe where it is!
Alliances begin to change as the nature of the Phoenix becomes apparent!
And in the end, it all comes down to Spider-Man!
Spider-Man is helping Hope Summers to train in K'un Lun when a battered squad of Avengers return from a mission to rescue their captured team-mates. Spider-Man goes to investigate and discovers that in the fighting, Thor was captured. The Avengers realize that if they are going to be able to keep fighting, they need to reclaim their missing people.
In the Verkhotansk Mountains, Russia, Colossus and Magik lower Thor into a prison where he is held captive as a group of X-Men look on, discussing the corruption of the Phoenix Five. Realizing the ramifications of the events that have passed, Storm tells her fellow X-Men to leave Utopia.
In Ethiopia, Emma Frost confesses her concerns over who she has become to Cyclops and, as he is about to fly away, tells him the location of Hope and the Avengers that she discovered through her vastly enhanced psychic powers. When Cyclops leaves, Emma finds a man who killed a mutant decades ago and failed to inform anyone. She kills him painfully.
Storm travels to Wakanda where she asks Black Panther to help her find the Avengers. Despite Black Panther's bitter attitude and his announcement that he had their marriage annulled, he agrees to help.
Using the information provided by Storm, a group of the few able bodied Avengers remaining go to reclaim their team mates. Despite a spell of invisibility cast by Dr Strange, the Avengers are quickly discovered by the Rasputin siblings who begin to annihilate them. Realizing that defeat is inevitable, Spider-Man uses his webs to pull his team out of the volcano and bring the ceiling down between them, facing Colossus and Magik alone.
Despite getting heavily hit time and time again, Spider-Man keeps coming back for more, spouting quips as he goes. Eventually, as he finds himself becoming weaker, Spider-Man manages to place the idea of one of the Phoenixes defeating the other and taking their power.
The Avengers return to find Spider-Man delirious from the pain and Colossus and Magik unconscious, their portion of the Phoenix lost.
Meanwhile on K'un Lun, Cyclops arrives, shouting for Hope.