At the hands of Professor Power, the Spectacular Spider-Man is down and the Uncanny X-Men are out! The victorious professor scoops up the unconscious X-Men and locks them in his medieval flying castle! As Professor Xavier's original team flies away to upstate New York, the wall-crawler clears his head and gives chase! Fortunately, the fifth member of the X-Men, Jean Grey, has the same idea! Once Jean and the web-slinger free Archangel, Cyclops, Iceman, and the Beast; the six heroes converge on Professor Power for the rematch! Can the amazing one and the X-Men power down Professor Power?