     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 an

unlucky scientist's exposure to gamma radiation. It was cosmic

radiation that created the incredibly strong, rocky-skinned hero known as

the Thing.

     Michael David White, age 8, stared in wonder as the X-Men's sleek

Blackbird jet soared over a park near his house in Medford, Oregon.

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," Mike 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 Mike . He wondered what Jeremy, Liz and Josh 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!" Mike 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?"



     Mike smiled the biggest smile of his life, and in seconds they were

with Wolverine inside the Blackbird's cockpit, rocketing away from

Medford, Oregon.

     Mike , Spider-Man and Wolverine flew in the direction Mike indicated

and soon found themselves in the middle of a huge desert.

     "We lost Doom, but it looks like we found some old friends,"

Wolverine said, pointing toward the ground. Mike 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," Mike urged. "He's one of the good

guys...well, sorta."

     As Mike 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, Mike 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 cloud's melted away to reveal Doctor Doom's

massive flying fortress. Mike 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!" Mike cried out. But it was too

late-Magneto landed on Doctor Doom's fortress just as it disappeared back

into the clouds.

     Mike and his new friends were searching the New York skyline for

Doctor Doom's cloud fortress when Mike spotted someone on the roof of

a nearby building.

     "Look!" Mike 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!" Mike called down

from the Blackbird.

     "We have to warn the Fantastic Four about Doctor Doom and

Magneto's attack!" Mike 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 Mike , 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, Mike 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.

     Mike 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!" Mike 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 were swarmed down at them.

     "Hulk smash puny robots!" Hulk said. And smash them he did. While

the heroes and Servo-Guards were battling, Mike 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," Mike 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 bit too much," Mike worried as he

ran for the exit.

     Doctor Doom watched as Spider-Man, Wolverine, Hulk and The Think

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 cracked 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 Mike, 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 Mike on a job well done.

     "We couldn't have saved New York without your help, Mike," 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 - Medford,

Oregon. Maybe Mike 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!" Mike was overjoyed. This had been

the most incredible experience of his life, and it was about to get even

better.

     In no time, Mike was celebrating their victory and having the time of

his life with Jeremy, Liz and Josh. Spider-Man, Wolverine, Hulk and the

Thing were right there alongside them the whole time, enjoying every

minute of it.