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An alternate Earth. Now I'm in the wrong time and space. 
- -- Marvel Girl
Appearing in 1st story
Featured Characters:
- X-Men (Past)
- Marvel Girl (Jean Grey) (Past)
- Beast (Hank McCoy) (Past)
- Iceman (Bobby Drake) (Past)
- Angel (Warren Worthington III) (Past)
- X-23 (Laura Kinney)
Supporting Characters:
- Wolverine (Jimmy Hudson) (Main story and flashback)
- Spider-Man (Miles Morales)
- Dr. Amadeus Cho
Antagonists:
- Mole Man (Arthur Molekevic)
- Moloids
- Doombots
Other Characters:
- NYPD officers
- Amazing Spider-Man (Peter Parker) (Only in flashback) (Cameo)
- Superior Spider-Man (Otto Octavius/"Peter Parker") (Only in flashback) (Cameo)
- Ultimate Spider-Man (Peter Parker) (Only in flashback) (Cameo)
- Mary Jane Watson (Only in flashback) (Cameo)
- Jefferson Davis (Only in flashback) (Cameo)
- Rio Morales (Only in flashback) (Cameo)
- Ganke Lee (Only in flashback) (Cameo)
- Kate Bishop (Only in flashback) (Cameo)
- Prowler (Aaron Davis) (Only in flashback) (Cameo)
- Galactus Gah Lak Tus (Only in flashback) (Cameo)
- Green Goblin (Norman Osborn) (Only in flashback) (Cameo)
- X-Men (Only in flashback) (Cameo)
- Storm (Ororo Munroe) (Only in flashback) (Cameo)
- Kitty Pryde (Only in flashback) (Cameo)
- Rogue (Marian Carlyle) (Only in flashback) (Cameo)
- Jean Grey (Earth-1610) (Mentioned)
- S.H.I.E.L.D. (Mentioned)
Locations:
- Ultimate Universe
- Savage Land
- Latveria
- United States of America (Main story and flashback)
- New York City (Main story and flashback)
Items:
- Spider-Man's Web-Shooters (Main story and flashback)
Vehicles:
Synopsis for 1st story
Angel appears in the Savage Land greeted and questioned by Jimmy Hudson while Beast landed in Latveria and X-23 arrives in the middle of a football field. When Laura is found out to be a mutant as she pops out her claws, she runs away, chased by police.
Meanwhile Iceman fights off Moloids in the underground of New York City. At the same time Jean realizes that she is on the wrong Earth when reading Spider-Mans thoughts. He leads her to where a portal was previously open to her Earth, but Dr. Amadeus Cho is there to tell the heroes that it closed itself.
Solicit Synopsis
• Dimension-hopping is something of an X-Men rite of passage and it’s about time the All-New X-Men took the plunge!
• I guess you don’t always have to travel Miles away to visit a new place…
• But will the web they find themselves tangled in Ultimately bring about their end?
Notes
The cover of this issue is an homage to X-Men #139.
See Also
Footnotes
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