Peter Parker, a.k.a. Spider-Man, is desperately trying to balance his dual identities. He can't keep up at college, pay his rent, or seem to make amends with his estranged best friend Harry and his beloved Mary Jane is more skeptical than ever. Peter begins to notice that he's losing some of his powers and wonders if the cost of being a superhero isn't too high. Meanwhile Peter's idol, the renowned scientist Otto Octavius, has turned into a maniacal...

Born into a world filled with prejudice are children who possess extraordinary and dangerous powers - the result of unique genetic mutations. But under the tutelage of Professor Xavier, these and other outcasts learn to harness their powers for the good of mankind. Now they must protect those who fear them as the nefarious Magneto, who believes humans and mutants can never co-exist, unveils his sinister plan for the future.