The ultimate Vision story begins with catastrophe, as the android Avenger is laid low by the mysterious Barrier of Annihilus! But, if it doesn't kill him, will his experience only make him stronger? And are Earth's Mightiest prepared for the answer? The old order changeth once again as the Avengers welcome aboard Starfox and a new Captain Marvel -- but does that leave any room for Spider-Man? And it's guest-stars galore as the fabulous Fantastic Four move into the mansion, the ghost of Spider-Woman haunts the team, and Doctor Strange makes a house call to ask for Scarlet Witch's aid in dealing with Dracula, Lord of the Vampires! All this and...David Letterman?!