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The X-Men and Spider-Man have made their way through the New York City sewers only to be overwhelmed by a legion of bloodthirsty reptilian monsters. Now they’ve been captured and turned into mindless creatures themselves with only Spider-Man and Emma Frost left unscathed. Can this unlikely pair work together long enough to restore the X-Men and defeat their mysterious opponent? Or will they too join the ranks of the Lizard X-Men?