The Lords of Light and Darkness!

Government agent Stephen Marchesi has come to the Nest, a secret government nuclear testing facility located in the Pahute Mesa region of Nevada, where a team of scientists is working hard to try and find a solution to the world's dwindling energy resources by finding alternative energy sources. Among the scientists are Brian Mann, the nuclear physicist in charge; Vic Norman, a bio-physicist; Jan Maarshall, an electrical engineer; Karen Lee, a geologist and Marchei's ex-wife; Si Fan Chung, an Astronomer and Karen's new lover; Martin Aaronson a radiation expert, and Randy Tate the project overseer and former flight attendant. As they are testing out a new experimental form of radioactive energy dubbed the Nila Pile, a sudden earthquake disrupts the experiment, shattering the containment glass and causing an explosion seemingly killing everyone as the facility explodes in a massive nuclear explosion. The project was canceled by the government shortly thereafter.

Months later a Boeing 474 is flying over the Arizona desert on its way to the International Conference on Man-Made Mutation. Aboard the plane are noted scientists Sir Lionel, Dr. Fermizi, Dr. Mishkin, and the outspoken Senator Turner. Turner is in a fury not only because a Soviet Dr. Miskin is aboard the plane, but because accompanying Professor Charles Xavier are his students, who managed to get a free flight on Reed Richards' say-so. Professor Xavier defends his students' presence aboard the plane to all gathered there, including Peter Parker, who has been selected by Sir Lionel to cover the story for the Daily Bugle due to Parker's background as a physics student. Things become heated when Wolverine begins to pick a fight with the Senator.

However, thing gets hairy when they fly through a dark cloud and suddenly they are attacked by the robots that once defended the Nest. As the X-Men rush to fight off these robots, the Professor orders Cyclops and Colossus to try to control the plane after the pilots are incapacitated. Recognizing some of Xavier's students as the X-Men, Peter slips away to change into Spider-Man and lend a helping hand. He almost has his identity blown when he forgets to lock the bathroom door and Senator Turner bursts in to be airsick.

Spider-Man aids in fighting off the robots, and creates a web-parachute to slow down the plane so that Scott can land it. In trying to make sense of the situation Dr. Mishkin pulls out a radiation detector and identifies that there is a lethal amount of radiation coming out of the blast crater where the robots appeared from. Spraying Spider-Man and the X-Men with anti-radiation spray to make them immune to the effects of the radiation, the Wall-Crawler and the X-Men go in for a closer look.

As they approach the crater, Professor X attempts to warn them of a danger, but he is too weak following recent ordeals to warn them fully of the danger. When Storm and Banshee fly in first, Spider-Man is concerned about whether they can face whatever might be waiting for them in the crater, which angers Wolverine enough to almost start a fight between the two. Before a fight breaks out they are disrupted by an earthquake, and down below Banshee and Storm are felled by some unseen hands. The X-Men on the surface are attacked by a being calling himself Yama Dharma. During the fight, Wolverine slashes Yama's chest open and is shocked to find a strange cosmos spinning around inside. Soon after, the X-Men and Spider-Man are all knocked out by Yama and his colleague Kali. With the X-Men and Spider-Man knocked out, they isolate the one they sensed, Jean Grey.

The X-Men and Spider-Man, except Jean, are all bound in a strange energy prison while Jean is interrogated by the surviving members of the Nest. The radioactive explosion having mutated them into higher beings, they have all taken on names of Hindu Gods. The X-Men and Spider-Man manage to free themselves when Nightcrawler teleports out of the field that is holding him, creating a rift in the next one, allowing each prisoner to escape. They learn of the Nest survivors' origins and that they need a massive amount of energy to continue their evolution into higher beings. This would come at the cost of the planet Earth. They have sought out the Phoenix because they need nine individuals and she is the only being they have found powerful enough to withstand the transformation. Jean refuses an ascension to godhood at the expense of every living being on Earth, and a battle between Spider-Man, the X-Men and the Nest survivors begins. However, the battle carries on too long and the Nest survivors begin their impending deaths and stop the battle.

Spider-Man comes up with the solution that ultimately saves them by suggesting they send the Nest survivors into space, where they would have unrestricted access to the energies they need without affecting the Earth. The X-Men, Spider-Man, and the Nest survivors link hands and the Nest Survivors and X-Men combine their powers to create a living dynamo that transmits the Nest survivors into space through Cyclops' optic blast. The end result transforms the Nest survivors into a new star and removes the lethal radiation from the blast crater, ending the threat in the process.

With the battle over, Professor X contacts Spider-Man and the X-Men to congratulate them on a job well done. When Spider-Man expresses his concern that a planeload of people may have figured out his secret identity, the X-Men reassure him that the Professor will alter their memories so this encounter is forgotten.

Recurring Characters

Spider-Man, X-Men (Professor X, Cyclops, Phoenix, Storm, Wolverine, Nightcrawler, Colossus, Banshee)

Continuity Notes

• This issue takes place chronologically between Marvel Team-Up #52 and Marvel Team-Up #53. As far as the X-Men, given that both Banshee and Jean Grey (as Phoenix) are active, this issue can only take place between X-Men #109 and X-Men #111.

• The woman here who claims to be Jean Grey is actually the Phoenix Form. As revealed in Fantastic Four #286. Phoenix posed as Jean Grey from X-Men #101-137.

• Peter Parker recognizes Professor X and Cyclops of the X-Men. He's met the X-Men on many occasions, the first time chronologically in Untold Tales of Spider-Man #21. In continuity, he last saw the team in Marvel Team-Up #4.

• Professor X states that he is enduring a nightmare. He is referring to the haunting dream that he started getting in X-Men #97.

• Nightcrawler recalls his last encounter with Spider-Man, that was in Amazing Spider-Man #161-162.