In a world where both Mutants and Humans fear each other, Marie, better known as Rogue, runs away from home and hitches a ride with another mutant, known as Logan, a.k.a. Wolverine. Charles Xavier, who owns a school for young mutants, sends Storm and Cyclops to bring them back before it is too late. Magneto, who believes a war is approaching, has an evil plan in mind, and needs young Rogue to help him.

The mightiest of heroes the ultimate Avengers must continue their war against the same aliens they fought. This time, the aliens and Captain America's old enemy Herr Kleiser (the alien shape shifter who supposedly died in 1945), are invading a hidden city in Africa, where the Black Panther is king. But when Kleiser murders the Black Panther's father T'Chaka, Black Panther travels to the U.S.A. to get advice from Captain America. The Avengers must travel to Africa, where a bloody war will be...