Doctor Doom-a world conquering super genius with a suit of hi-tech armor! Magneto-an evil mutant who controls all forms of magnetism! These two supremely powerful super-villains have teamed up, and it's going to take some of Earth's mightiest heroes to stop them. That's where Spider-Man, Wolverine, Hulk and the Thing come in.

Bitten by a radioactive spider, Spider-Man gained the arachnid's speed and strength. Wolverine is a mutant born with superhumanly acute senses and the ability to heal quickly. Hulk is the supremely powerful result of unlucky scientist's exposure to gamma radiation. It was cosmic radiation that created the incredibly strong, rocky-skinned hero known as the Thing.

Anthony Marcella, age 7, stared in wonder as the X-Men's sleek Blackbird jet soared over a park near his house in Poughkeepsie, New York. Spider-Man was swinging from a thin strand of webbing attached to the bottom of the jet.

"Did anyone see a strange-looking cloud formation pass overhead?" Spidey shouted.

"I did! It was headed that way," Anthony answered as he pointed towards the trees. "It didn't look like any cloud I've ever seen before."

Spider-Man released his webbing, did a mid-air flip and landed right next to Anthony. He wondered what Andrew, David and Mario would think if they could see him actually talking to Spider-Man!

"Do you think you would recognize that crazy-looking cloud if you saw it again?" Spidey asked.

"You bet!" Anthony replied.

"Wolverine and I think that cloud might be hiding Doctor Doom's new battle fortress," said Spider-Man. "How would you like to join us as Cloud Spotter First Class?"

"Anthony smiled the biggest smile of his life, and in seconds they were with Wolverine inside the Blackbird's cockpit, rocketing away from Poughkeepsie, New York.

Anthony, Spider-Man and Wolverine flew in the direction Anthony indicated and soon found themselves in the middle of a huge desert.

"We lost Doom, but it look like we found some old friends," Wolverine said, pointing toward the ground. Anthony could see two muscular green giants battling in the desert below.

"The Hulk and Abomination," Wolverine explained. "They still haven't learned to play nice with each other!"

"We should help the Hulk," Anthony urged. "He's one of the good guys... well, sorta."

As Anthony watched from the Blackbird, Spider-Man snagged Abomination's feet with his webbing, while the Hulk and Wolverine knocked the emerald monster into a deep canyon.

"Thank you. You are Hulk's friends," Hulk said.

"How'd you like to return the favor?" asked Spider-Man. "We're going cloud hunting."

"Hulk not know why you hunt clouds, but Hulk will help you," he replied.

Back aboard the Blackbird, Wolverine received a distress signal from the X-Men. "We've got trouble!" the mutant announced.

When they arrived at the X-Men's mansion headquarters, Anthony could see a costumed figure hovering over the building. "It's Magneto!" he exclaimed.

"If you're looking for a place to hang your helmet, you should know that the X-Men don't rent rooms to evil mutants," Spider-Man shouted.

"Actually, I already have new accommodations!" replied Magneto.

Nearby, a formation of clouds melted away to reveal Doctor Doom's massive flying fortress. Anthony gasped as he saw Doom himself on the battlements.

"Why waste your time here, my comrade?" Doom asked Magneto.

"New York City is our target. Once we conquer it and create a haven for evil mutants, it will be child's play to overthrow the rest of the country!"

"Don't let them get away!" Anthony cried out. But it was too late- Magneto landed on Doctor Doom's fortress just as it disappeared back into the clouds.

Anthony and his new friends were searching the New York skyline for Doctor Doom's cloud fortress when Anthony spotted someone on the roof of a nearby building.

"Look!" Anthony said. "Isn't that the Sandman breaking into a bank?"

"Let's drop in for a visit. Maybe he knows something about Doom and Magneto's plans," suggested Spider-Man.

When Sandman saw the heroes on the rooftop, he turned his body into a towering column of sand and shaped his fists into powerful hammers. But the super villain hesitated when Hulk raised a huge cement mixer over his head and Spider-Man webbed a chute for Wolverine to aim the flow of the cement.

"Give it up, bub, or you're gonna become a permanent part of this rooftop!" Wolverine said.

"No! It's not me you should be fighting," Sandman insisted. "Doctor Doom is headed for the Baxter building in some kinda flying castle."

"He's right! I can see Doom's cloud fortress now!" Anthony called down from the Blackbird.

"We have to warn the Fantastic Four about Doctor Doom and Magneto attack!" Anthony said as the Blackbird streaked across New York City.

They landed on the roof of the towering Baxter building, headquarters of the Fantastic Four, and rushed inside. The Thing was alone in the main laboratory when Anthony, Spider-Man, Wolverine and the Hulk burst in.

"What is this, some kind of surprise party?" Thing asked.

"Actually, given how hard my spider-sense just started tingling, I'd say we're all in for a big surprise! said Spider-Man.

"Get down!" Hulk shouted as an explosion rocked the lab.

When the dust began to clear, Anthony crawled toward the Thing.

"Doctor Doom and Magneto have teamed up to conquer New York," he said.

"Yeah, I kinda figured that out when I spotted them floatin' right outside," Thing answered.

Anthony shuddered as he heard Magneto's voice coming through a hole in the outside wall.

"Come, let us finish this," the evil mutant urged.

"The cloud fortress is over Central Park. Now is the best time to attack!" Anthony told Wolverine. The mutant piloted the Blackbird up close to the floating stronghold.

"Heads up, folks. Here come the robots!" Spider-Man warned as everyone jumped onto the cloud fortress. Dozens of Doctor Doom's mechanical Servo-Guards swarmed down at them.

"Hulk smash puny robots!" Hulk said. And smash them he did. While the heroes and Servo-Guards were battling, Anthony found the room containing controls for the huge thruster engines that kept the stronghold in the air.

"I may not be able to fight super villains or robots, but I sure can find a way to mess up Doom's flying fortress," Anthony decided. He chose the most important-looking control switch and pulled it. Alarms immediately began to sound, and then the roar of the thruster engines stopped all at once.

"I may have messed things up a little too much," Anthony worried as he ran for the exit.

Doctor Doom watched as Spider-Man, Wolverine, Hulk and the Thing turned the last of his robots into scrap metal.

"You fools haven't won!" Doom shouted. "Now I shall unleash the full destructive power of my cloud fortress!"

Suddenly, the cloud fortress lurched and began to fall out of the sky. Magneto raised his hands. Energy crackled around him as he used his mutant power to keep the fortress from crashing to the ground.

"You are the fool, Doom!" he growled. "Your fortress is malfunctioning!"

"Wrong!" said Anthony, emerging from the control room. "I knocked it out of commission. And now my friends are going to do the same thing to you!"

Thing and Wolverine quickly subdued Doctor Doom. Magneto was too distracted by the effort of keeping the fortress in the sky to even put up a fight. The battle was won!

Once Magneto and Doctor Doom were taken into custody by the authorities, Spider-Man, Wolverine, Hulk and the Thing all gathered around to congratulate Anthony on a job well done.

"We couldn't have saved New York without your help, Anthony," Spidey said proudly.

Wolverine pointed toward the X-Men's jet. "I think it's time to celebrate. Everybody back aboard the Blackbird. Next stop - Poughkeepsie, New York. Maybe Anthony can think of some friends or family who might want to spend the rest of the day with us."

"You bet I can. They'll love it!" Anthony was overjoyed. This had been the most incredible experience of his life, and it was about to get even better.

In no time, Anthony was celebrating their victory and having the time of his life with Andrew, David and Mario. Spider-Man, Wolverine, Hulk and the Thing were right there alongside them the whole time, enjoying every minute of it.