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After the crazed magician Kulan Gath turns Manhattan into a barbarian fantasyland X-Men must stop the ancient wizard from doing permanent harm.
Kulan Gath's "Master Spell" has turned New York into a fantasy city. The Avengers become a troupe of warriors and the X-Men become outlaws, given magic powers for unknown reasons. The only ones who remain normal are Spider-Man and Warlock (see the old Marvel Team Up for why; KG has a big hate for the "Man-Spider" since he foiled the last attempt to free himself). The Morlocks work for KG, and try to hunt down Storm, whose boat hadn't left yet. Dr. Strange is helpless, and Xavier and Caliban are merged to find mutants to serve KG. The New Mutants (except for Warlock) are transformed into servants of KG. Selene finds Amara and Rachel and starts to arrange heroes to overthrow KG. She starts with Storm and Callisto, who tumbled outside the spell. The two return to the city, with Selene modifying the spell so they will remain rebels against KG. Spider-Man and Illyana (who's forgotten her powers) are attacked by the New Mutants. Spider-Man is caught, but the Avengers and X-Men save Illyana. At the end Captain America organizes them into the Avengers.