Captain America is trying to gather troops to fight for his side against the forces of the Red Skull. Reed Richards is using Cerebro to help the Inhumans find the rest of their people to take them off the planet before it is too late. The Hulk and Thor have traveled into Death's Realm to find and talk to Captain Marvel hoping that he will be able to shed some light on the dreams Bruce Banner has been having about the destruction of the planet. While they are there they stumble upon the astral remains of Dr. Strange who tells them that it was Clea who betrayed him.
After a retelling of Spider-Man's origin and a little bit of his history, including the deaths of Captain and Gwen Stacy and the marriage of Peter Parker to Mary Jane, John Jameson walks into the home of Uatu trying to get X-51 to help him warn Earth. John and his wife were banished to live on the moon because of John's condition; he changes into the Man-Wolf whenever the moon is out. Living on the Moon seems to change him whenever the sun rises.
X-51 then goes right into telling both Jameson and Uatu the current events going on back on Earth. Captain America is busy building his army to take on the Red Skull and he stops to see Tony Stark. Without warning he breaks into Tony's secure environment, contaminating Tony with whatever it is that has turned the entire populace into mutants. Tony admits to Cap that he already knows about the Red Skull and that his Iron Avengers should be dealing with it now. Too bad they're not.
Meanwhile the Red Skull has made his way to New York and the first thing he does is to deal with the Hydra by making all the people he now controls quickly deal out death to them all. Sergeant Cage tries to stop the Skull, but the Skull turns all his patrol men on him, catching Cage in a crossfire. Of course this won't do anything to him because of his unbreakable skin, but all the cops are killed by the bullets ricocheting off of Luke.
Venom and Peter Parker are watching from a rooftop when May says enough is enough and decides to join the fight. Peter tries to stop her pleading with her to stay with him and that if he loses her he'll have nothing. She makes a comment about how Mary Jane didn't think he should be a hero but she doesn't feel the same. This causes Peter to start blaming Venom for how May is acting, which makes May tell her father to grow up.
While Ben Grimm is reminiscing with Reed throughout the streets of New York about the good old days, Reed, seeing everyone through Cerebro, is astonished to see that everyone there isn't a mutant at all, but they are, in fact, Inhumans. Speaking of Inhumans, it seems like the Terrigen Mists that the Kree unleashed on the Earth hundreds of years ago is effecting Luna causing her skin to start turning green with boils over it.
Thinking that Thor and the Hulk are both trapped in Death's realm, Clea turns her attention to a blinded Bruce Banner, whose vision is still with the Hulk. Just as she's able to dispose of banner, the Hulk and Thor pull themselves back into reality. Loki, not caring one iota for Clea, deserts her letting her deal with his brother, ah, I mean his sister and the Hulk. Thor brutally finishes her off with her hammer.
Captain America has made his way to Mother Russia to ask for the aid of Colossus. Colossus believes he has a responsibility to keep his people producing food for the world but Captain America manages to make him see that once the Red Skull has finished taking over America, he's just going to make his way to other countries and that it'll only be a matter of time before he shows up at Colossus' front door. Peter Rasputin finally agrees to help Cap.
Back to New York, Venom has begun fighting the Iron Maiden. Instead of just taking over Venom, the Red Skull is amused at watching two women fight and allows it to continue. As they fight, Peter Parker watches from the rooftop trying to get May to back off and run. As he watches and frets about her, he manages to snap a few pictures of the action just the same. Venom stands victorious over Iron Maiden but to no avail. The Red Skull takes over her just the same.
It appears that the Red Skull is unstoppable as he shows up at President Osborn's offices with a gang of his supers telling Osborn about how he is now taking over for him.
As Captain America pleads with Tony Stark for his aid in the coming battle, The Red Skull and his army have made their way to New York, taking control of anyone the Red Skull sees fit to. While in New York Reed Richards is astonished to find out that everyone there isn't a mutant like was assumed but in fact were Inhumans. Meanwhile Luna, the Inhumans princess has started to evolve.
Loki deserts his mistress, Clea, the Supreme Sorceress, who has turned on Thor and the Hulk. As Captain America asks Colossus for help, who agrees, Venom is off battling the Iron Maiden back in New York, but is taken control of by the Red Skull, who then makes his way to the offices of President Osborn.
The story is just getting too confusing, going back and forth between how the Earth's population got all of its powers. First it was some Celestrial Seeds that were implanted in humanity back in the stone-age, then it was Reed Richards experimenting with Vibranium that caused the mutant gene within everyone to germinate, then it's not really the Vibranium's fault because people would have mutated anyway, then it's people are not really mutants at all but at actually Inhumans, and my brain has now exploded.
Instead of just having a cool futuristic story about all the Marvel characters living in a world where everyone now has super powers, and how they deal with this, they have to come up with this complicated storyline that I can barely follow and am finding that it takes me a few times through some pages to make sure I got everything that was written. It's just too big of a story to try and fit within twelve or so issues.
Also, I'm getting tired of Spider-Man being just an old fart who has completely changed from who he once was. To sit back and watch as his daughter fights a losing battle, and to not only watch but to take pictures, this just doesn't make sense. The real Spider-Man might have given up being a super hero but he'd never sit idly by and watch as his daughter is captured.
"If you can look into the seeds of time, and say which grain will grow and which will not, speak then to me." - Shakespeare, Macbeth