Marvel's most popular hero joins forces with Marvel's most popular super-team in this all-new trilogy. Spider-Man joins forces with the X-Men team when a mysterious photograph leads to a shocking discovery at the Time Displacement Core. The heroes must make a perilous journey into the past to prevent the destruction of the present.

The fate of the entire Marvel Universe hangs in the balance as Earth's mightiest heroes face their greatest challenge! Summoned across the stars by the mysterious and unbelievably powerful Beyonder, the Avengers, Spider-Man, the Fantastic Four, and the X-Men are set against their deadliest foes on the mysterious planet known as Battleworld - with the winner promised the ultimate prize. But as battle lines are drawn, new alliances are forged, and old enemies clash, one among them is not willing to settle for anything less than godhood.

A vicious serial killer named Cletus Kasady has had his body chemistry altered by an alien creature. Now, Kasady can transform into Carnage, who, along with his lethal living costume, lives for chaos and random acts of senseless, brutal murder! Carnage has been returned to New York in chains, the subject of a daring attempt to reverse the effects of his metamorphosis. When the interference of a deranged scientist causes the experiment to go horribly wrong, Carnage is set loose upon the city once again!

In a dark and dangerous future, the mutant-hunting machines known as the Sentinels rule America with an iron fist. Almost all mutants and superhumans have been exterminated. Only a handful of imprisoned mutants remain to fight against their oppressive robotic overseers! Now Kate Pryde, former X-Man, must travel back in time and warn her present-day teammates of the coming danger - and hopefully prevent this horrible future from ever taking place!

In a Manhattan warehouse, an innocent man has been murdered during a mysterious crime. Evidence points to the involvement of Venom - the alien symbiote obsessed with Spider-Man's destruction. Yet Venom has always safeguarded innocent lives. Has Venom gone completely around the bend, or is there another suspect? Spider-Man thinks there is more to the crime than meets the eye. The specter of the Hobgoblin, one of Spider-Man's nastiest foes, falls on a series of thefts and leads the web-slinger to a deadly secret that may cause New York's destruction.