| Synopsis | - Muir Island, the home of Moira MacTaggert's mutant research center, and the place where Alex Summers and his lover Lorna Dane have come to take a sabbatical from their involvement with the X-Men. One morning while they are out for a walk they are ambushed by men dressed in ancient Egyptian clothing and carrying hi-tech weapons. Recognizing them as members of the Living Pharaoh's mob, the two mutants counter attack. Despite their mutant powers, they are easily overpowered. Polaris is knocked off a cliff into the water below, and Havok is wrapped up in a coil of metal that blocks his mutant powers, leaving him easy pickings for capture.
As this is happening in Scotland, miles away in New York City Peter Parker is burning the midnight oil at ESU working in the advanced chem lab. Seeing a light on in Professor Craig's office, Peter decides to see if his professor is in. He finds the Living Pharaoh's men who have come to steal back their masters mystic ankh. Webbing up the door to keep them trapped, Peter changes into Spider-Man. He's at first puzzled why the crooks haven't tried exiting out the door, and realizes that they are making their escape out the window. Spider-Man then crashes through the door and to his humiliation is caught in his own webbing. The crooks manage to escape, but not before Spider-Man can tag their ship with a spider-tracer.
Back on Muir Island, Lorna Dane has gotten back to the main house and tries to call the X-Men for help. Not getting an answer, she calls Avengers Mansion and gets ahold of her old friend the Beast and tells him what happened. The Beast then leaves without explaining a thing to Thor, and leaves in a Quinjet even though their government liaison Henry Peter Gyrich has forbidden them, making Thor believe that it is a matter of life and death.
Meanwhile, Spider-Man has been tracking the spider-tracer signal across the city and is puzzled when it suddenly cuts out. All is not lost, as he spots an ambulance being driven by more of the Living Pharaoh's men. Watching as they unload Havok out of the ambulance, Spider-Man attacks and frees Havok who joins the fight. The two heroes are winning the battle until they get attacked by the Living Pharaoh himself, who knocks out Spider-Man and then engages in a fire-fight with Havok. As Havok is focused on the Pharaoh, he doesn't notice once of the Pharaoh's men come up behind him and put the mystical ankh around his neck, neutralizing Havok and putting him in a trance-like state.
They take Havok down to the basement of the building where they place him in the device that will make him a living battery to magnify the Pharaoh's powers a million fold. Before they can close the lid, Spider-Man ties a web line to it, making it impossible for them to close the lid. Fighting off the Pharaoh's men, and the Pharaoh himself, Spider-Man accidentally knocks the villain over the containment unit, snapping his web line and making the lid slam shut. This causes the machine to instantly activate and the Living Pharaoh begins to grow in size and change into the Living Monolith. With Spider-Man in his grasp, the Monolith smashes through the roof of the building, vowing to take over the Earth.
This story is continued next issue...
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