When Magneto's Asteroid M disintegrates, Magneto and the X-Men discover how few friends and how many enemies they have. To keep Magneto alive, and the fragments of his one-time base out of mankind's hands, the X-Men must fight the Soviet Super-Soldiers and the Avengers!
Doctor Druid and Captain America arrive at a Mansfield, Ohio shopping mall, ordering the security guard to give the place their attention. They then force the crowd to listen to them and evacuate slowly, using Doctor Druid's hypnotic power.
Up above the Earth's atmosphere, the rest of the Avengers, Captain Marvel, Thor, She-Hulk, and Black Knight, are attempting to stop a huge meteor shower. She-Hulk and Black Knight, in a Quinjet, nearly are killed, but are saved by Thor. The government realizes what the asteroids were when they see how magnetic it is, as well as the straps of metal embedded in it.
In Russia, the Soviet Super soldiers are stopping a runaway train with the help of the Crimson Dynamo. The Soviet Super-Soldiers express their hated of the man, but agree to let him join their ranks, as he is still Russian.
In an isolated cove along the Atlantic shore, six X-Men are vacationing. (Dazzler, Magneto, Havok, Storm, Wolverine, and Rogue). All are enjoying themselves except for Havok, who is letting off steam. Magneto sneaks away from the group when he hears the announcement of the fallen asteroids, and takes off.
Back at the Avengers Hydrobase, the team is discussing the Asteroids, which now have been revealed as pieces of Asteroid M. They all recount past deeds of him, and agree it is their duty to go after him.
In Kampuchea, Magneto is looking for his lost pieces of Asteroid M when he is confronted by the Avengers, who want him to stop. The X-Men come to his aid when he is being beaten. Lastly, the Soviet Super-Soldiers come and attack both groups in an attempt to take Magneto for themselves.