Spider-Man and his friends, Iceman and the Human Torch, team uo to help the newly powered Rick Jones deal with the crazy changes and responsibilities that come with power. What side of the coin is Rick Jones on? Is this the birth of a new hero, or the birth of an ultimate enemy?

It's a blast from the past as the original five students of Professor X - Cyclops, Marvel Girl, Iceman, Angel and Beast - are plucked from the past and brought to the present. But what they find, the state that their future selves are in and the state of Xavier's dream, is far from the future they dreamed of. And how will the X-Men of the present deal with their past coming crashing forward?