A year ago, after saving the planet during the war against the Brotherhood of Mutants, Magneto, and the Phoenix against the Alliance. The Alliance (The X-Mens, the Fantastic 4, Spider-Man, Ghost Rider, and Blade) has split up due to the loss of one of their friends during the war. While the planet is finally at peace, The enigmatic, intergalactic herald, The Silver Surfer, comes to Earth to prepare it for destruction. Else where Spider-Man has bonded with an alien symbiote suit which greatly amplifies his powers and greatly amplify the much darker qualities of his personality that he begins to lose himself to. As the Silver Surfer races around the globe wreaking havoc, the alliance must work together again with three new heroes to their team: Frank Castle AKA The Punisher, Tony Stark AKA Iron Man, and Bruce Banner which he transforms into the raging Incredible Hulk. Together, the Alliance must formed themselves into the Ultimate Alliance in order to stop the Silver Surfer from destroying the planet, their new surprising enemy, Doctor Doom, and help Spider-Man to get rid of the black suit before the darkness of the suit consumes him.