Professor Power (last seen in Marvel Team-Up 118) has gained incredible power after transferring his mind into the comatose body of his son! Now he's out for revenge against Charles Xavier and the X-men! Professor Power's first X-target of opportunity is Hank McCoy! The power-crazed professor gets the jump on the Beast, but the web-slinger is in the vicinity and joins the fight! However, the battle goes poorly and suddenly the wall-crawler and the Beast are down to their last hope...the Beast's mother, Edna McCoy!
