Spider-Man's progressing neogenic mutation is making him ill and he seeks the aid of a man known to help all mutants...Dr. Charles Xavier. In doing so he meets the X-Men but is disappointed to learn that Xavier does not 'cure' mutancy, only helps those born that way to accept and control their abilities. In the process of this endeavor though he becomes involved in a plot to destroy mutants everywhere. Will he be able to stop this hideous plan with the help of the X-Men?

Wolverine catches up with Spider-Man, hot on the trail of the missing Hank McCoy. Discovering his location and the plot to destroy all mutantkind the two team up and rescue Beast in the nick of time just as he was about to become the first test subject of Landon's horrendous plan. But when Landon accidentally falls victim to his own experiment he is changed into a giant monster that feeds on electrical energy. Can Spider-Man and the X-Men succeed in stopping this 50-foot tall, ohm-eating monster?