After the Phoenix Force is split into the five members of the X-men (Submariner, Cyclops, Emma Frost, Colossus, and Magik), the Avengers get the crap beaten out of them. However, help soon arrives in the way of the Uni-Power...that force in the Marvel Universe which grants the powers of Captain Universe to its host. The power is likewise split into five Avengers: Captain America, Thor, Red Hulk, Scarlet Witch, and Iron Man. The five Avengers fly off to face the Phoenix Five in a battle to the end, who comes out on top?