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Spider-Man and the X-Men Archangel, Beast, Cyclops, Iceman and Phoenix (Jean Grey) are beaten by Professor Power. So for him there's no challenge in stopping the cops. While he is calling his hovering castle, Mary and Richard Parker decide, that it's time to accept that their son Peter is grown up and can handle responsibility by himself. Then our heroes wake up imprisoned within the castle. Power reveals his next target, the Xavier's Institute for Higher Learning. Jean, who has pretended to be one of Power's soldiers, frees Spidey and the other X-Men and together they fight against Power. Spidey gives him the chance to choose a way without revenge but with forgiveness. Power declines, so he's beaten up by Spider-Man, Bobby, Hank, Jean, Scott and Warren. But beating Power means also to stop the machinery, which keeps the castle hovering. So the issue ends with our heroes discovering that they are falling.

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