For the events that lead to this story arc see: March on Ultimatum
Gwen Stacy is back from the dead and May Parker is trying to get her back to school. Because of her return the whole group wants to get together and do something, that and because Johnny Storm doesn't have friends and wants Peter to find him a girlfriend. Johnny Storm arranges so that they can all meet but while flying stumbles across a robbery by the Vulture and gets the help of Spider-Woman. The Human Torch feels she's girlfriend material as Spider-Woman swings off.
Back at the Parker home Peter's Aunt May is arrested because of her relationship to Spider-Man.
It's Tuesday 4:12 PM. Reed Richards is about to propose to Sue. Ben Grim is working out with H.E.R.B.I.E watching over. Johnny Storm and his father are having a heated argument on Johnny's intelligence. Tony Stark is drinking while Steve Rogers wants to get out and patrol the streets. Thor and Valkyrie are sword fighting. Janet Pym and Hank Pym are talking about Hank keeping Ultron's Yellowjacket's suit while Clint Barton watches. Peter Parker, Mary Jane Watson, Kitty Pryde, Gwen Stacy and Kong are on the L train on their way to meet Johnny Storm. Alison Blaire, Warren Worthington , Hank McCoy and Kurt Wagner are on Broadway trying to get tickets for a show while Bruce Banner passes.
It's Tuesday 4:13 PM. New York is underwater.
At the Baxter Building, Mr. Fantastic and the Invisible Girl reach the roof top. A whale enters the room with the Thing, Johnny and Franklin Storm are underwater.
At Stark Mansion, Yellowjacket grows and he can't find Wasp. Iron Man saves Captain America out of the water
At Manhattan, Banner is underwater and Hulk rages out with a Watcher in front of him.
At the L Train in Queens, Kitty takes Peter out of the train and then Peter, as Spider-Man leaves the people behind.
At Broadway, Angel swims out of the water and takes Dazzler with him, apparently dead.
At thr rooftop of the Baxter, Sue uses all her power to keep the water away from New York and then she collapses. The Thing arrives and Reed leaves Sue with him.
At 4:21 PM, Reed is already on an FF submarine and meets with Namor. Reed accuses him of the event while Namor excuses himself saying it was not him.
It's 12:31 AM in Latveria and all except Dr. Doom are frozen solid.
It's 5:02 PM. At Westchester the ProfessorX of The Xavier Institute falls of his wheelchair. Prof. X tells Cyclops and Wolverine that Nightcrawler, Beast and Dazzler "are gone". Then, telepathically Xavier tells all superheroes, that he knows who is responsible for this events, and that all of them have to unite against this threat, to stop Magneto.
At Asteroid M, Magneto sits on a throne with Thor's hammer besides him and says: "Yes, bring them Charles. Bring everyone. So I can tell them myself. For what they've done. They will pay the ultimate price!"
Back in the Baxter building, Ben takes over and is now alone. The Baxter Building is turning invisible and Sue isn't stable. No scientist knows how to help her, and the one scientist who might have a chance of saving her is dead, Franklin Storm is dead.
The Thing has gone out of resources and Sue´s mother then arrives. She suggest that the person who could help would be Dr. Molveick a.k.a. The Mole Man. With the help of the students from Baxter B help Ben find Mole Man and save him from fire mole men. As a result he helps the Thing figures out that the way to help Sue is to internally help her. Using Pym particles the Thing and the Mole man are going to go inside the Invisible Girl.
The Ultimatum wave hits and at the moment Jean hears Kurt´s and Allison's last thoughts before they died. Now the X-Men were getting of getting ready to stop Magneto. Rogue offers herself to help but Jean refuses her help and says that only the First Class of X-Men are going to go and stop them. Toad mentions to Rogue that she's not trustworthy.
During the flood Reverend Stryker lost his wife and boy, so he preaches against mutants for that. He then is approached by multiple people saying that they have to get back for what had happened. In the truck they had Sentinel parts to use to get back at the mutants.
At Department H. Canada Vindicator is waiting for "her" to arrive. Then Jubilee is thrown at Vindicator by Rogue with stolen powers. Rogue tell Vindicator that he didn't rat him out because she felt he was like a father to her. Vindicator then reveals he is actually General Wrait. She asks for his help to take down Magneto and he explains to her that the only way to do that is by re-assembling Weapon X.
In a club Juggernaut and Sabretooth are found and taken down by Vindicator and Rogue.
Back in the institute mutants are attacked by Striker and the rest of his followers wearing Sentinel armor.
The Thing and the Mole Man enter the Invisible Girl and find the problem and are successful at destroying it. The only problem inside her is that some robots ambushes the submarine. Ben fights them off and when they successfully are out of Sue, she wakes up. Ben explains what happened and she then buries her self in work. She mentions to Ben that she has always been smarter than him because if she had this robots then they were implanted in her by Reed, meaning that using the tracking chip in him they can locate Johnny.
The invisible Woman The Thing the Mole Man and Doctor Storm all find Johnny, in another universe where Dormamu, a demon lord, resides.
Peter and the rest of the gang are trapped on the train while New York is going into chaos so Kitty tells Peter he must help out. Peter suits up and swings into the madness. He tries to help and during his he saves a woman from drowning while in the Daily Bugle J. Jonah Jameson watches in awe. Then Spider-Man faces the Hulk, who surprisingly is not mad, and who he gets help from.
Back at the train Kitty Pryde focuses on saving the people on the train.
Peter's Aunt May is taken into custody after the school reports speculation that she has something to do with Spider-Man. There is where the Ultimatum wave hits and throws a cruise ship right in front of the Police station. Spider-Woman saves her from the police and takes her to a building. May questions the girl and makes her promise she will save Peter.
Back at the train, when Kitty is finished saving the people from the train ungratefully some of those people blame her because she is a mutant. As she is trying to pull herself together MJ argues how is it possible she let Peter go, then she punches Kitty in the face. MJ questions the fact that she cares for him and mentions that she doesn't understand that she loves him. Kitty's responds is that she does understand, and with that note she leves them behind to try and help out.
Hulk and Spider-Man helped many people until a point where Spider-Man found a dead man in costume under the ruble, Daredevil.
With no time to mourn over his dear friend's death Hulk and Spider-man see Doctor Strange's Sanctom blowing up. Magical beings start bursting out of control and Hulk and Spidey try and stop it. Dormamu, powered by the Human Torch, appears and kills everything in his path, apparent including Spider-Man.
Doctor Strange tries fighting off this monster but fails and get's killed in the process.
Now that Sue and Ben have located Johnny they go in to get him back. The Invisible Woman uses a force-field over Dormamu's head cutting the oxygen from the monster and Johnny gives it all it's got to cut his breathing off. the effect brings him to turn back into a little man reunites the Storms and 3/4 of the FF.
Hulk survives this and causes his rage to go up again. Spider-Woman follows the explosion and gets followed by Hulk in the end. Kitty Pryde fails to find Peter but meets up with Spider-Woman. The two girls team up and try to save as many people they can. During the process the find Spider-Man's mask, confirming his death to them.
Back in Forest Hills Kitty hands Spider-Man's mask to MJ.