"THE SMARTEST THERE IS" PART TWO! Lunella Lafayette has always been the smartest person in the Marvel U, but now she's gotta prove it! There used to be another guy at the top of the list, but he's traveling apparently... Good thing his best pal BENJAMIN J. GRIMM's here to defend his pole position!

JAMES PATTERSON'S HIT SERIES SOARS WITH A REVEAL THAT RENDS MAX'S WORLD ASUNDER! MAX RIDE is reeling from last issue's shocker-but will she let this revelation shatter her world for good? And with the fate of the Earth at stake, can the Flock band together to prevent the launch of Itex's BY-HALF PLAN? Or are they truly as obsolete as the DIRECTOR

THE SECRET ORIGIN OF AGENT VENOM!!! Ever wonder how mild mannered FLASH THOMPSON went from PETER PARKER's best friend to SPIDER-MAN's go-to guy? Well, read on, Dear Reader, and find out!!

JENNIFER WALTERS has survived the Civil War...barely...and having risen from the rubble, she re-enters the world a different kind of hero. Fueled by a quiet rage, she is determined to move forward, to go on with her life, but the pain of the past and all she's lost is always there - an undercurrent, a pulse, waiting to quicken and trigger Jen's

MONSTER SQUAD! The all-new fanfare following the Ghost Rider heats up! Robbie Reyes isn't exactly a team player, so what's he supposed to do with Amadeus Cho, a.k.a. the HULK, following him around? And who's that hot on their heels? None other than the WOLVERINE!

It's all been leading to this...Chthon rises!! Carnage's odyssey has finally taken him to the mother of all dark gods. Will he survive long enough to meet the maker of the Darkhold?

THE RETURN OF BUCKY BARNES! Natasha's living in a world without secrets, and Bucky's got a pretty big one... You can't go home again...particularly when there's a deadly killer targeting you!

THE BEGINNING OF THE END! Regular artist BRIAN STELFREEZE returns! Ramonda's bombing injuries worsen and recovery is starting to seem like an impossibility... Plus: Shuri returns from the Djalia...but is she still herself? Or something more?

Things that will be broken this issue: A jail Bones inside the human body A promise (And maybe, just maybe, your heart)

The untold history of MILES MORALES' FATHER! What was life like for Jefferson Davis before his son was born... ...When he was an agent of S.H.I.E.L.D.?!

Agent Peggy Carter and S.H.I.E.L.D. return for new adventures, and the MCU Guidebooks follow every step of the way! Our comprehensive coverage of the fan-favorite Marvel Studios films and Marvel Television shows continues as we profile Director Phil Coulson's team - and Agent Carter's 1940s precursor, the SSR! With fact sheets, show-to-comic

With Mister Immortal back from the grave (literally), the team finds themselves in a real pickle (figuratively) while trying to decide on a new team leader. Things go from bad to double bad when the GLA gets shut down by the city right when they're needed the most! Also, fighting...finally! And a special look into Flatman's secret origin!

INHUMANS VS. X-MEN TIE-IN! The X-Men have just learned that the Terrigen Mist-the source of the Inhumans' powers that through a cruel twist of fate is lethal to Mutants-has reached an irreversible saturation point, rendering Earth uninhabitable to their kind. And now they see no other option than to strike against the Inhumans to ensure their own

Can AGNES find her lost dog outside the Tiki Room at night? SPOILER: Nope. But what she does find will terrify her. And YOU! WALLY teaches himself to snorkel...with more success than when he taught himself to saw a woman in half. And also, with more soul-searching. PENELOPE reveals a big secret to her family. Will they forgive her? Will they turn

One of the Sorcerers Supreme dies at the hands of the Forgotten! The biggest magical threat to the world is on the rise, and none of the Sorcerers have ever felt this weak before!

Blockbuster creators BRIAN MICHAEL BENDIS and DAVID MARQUEZ go out with a seismic bang as fists fly over Washington D.C.! Ulysses' precognitive powers grow stronger with each passing moment. As they reach their peak, what horrors from the future will be unleashed? And seeds sown here will bear bitter fruit for the Marvel Universe of tomorrow.

With Steve searching desperately for Kobik, he reaches out to a hero that can help - Avril Kincaid, the all-new Quasar! A threat from beyond the stars pushes an already-weakened S.H.I.E.L.D. to the brink.

As mutantkind's oldest enemy haunts the X-Men once again, three teams face war on multiple fronts, across different eras! The All-New X-Men are on a mission to write their own futures - especially Evan Sabahnur, destined to one day become Apocalypse! Trapped in Ancient Egypt, is he willing to escape his fate by changing the course of history? A

Your favorite web-slinging wonders from SPIDER-VERSE, together on one titanic team! Spider-Gwen, Spider-UK, Arana "Spider-Woman" Corazon, Spider-Man Noir, Spider-Man India and the porktacular Spider-Ham have banded together to protect the worlds without wall-crawlers from their base on Earth-001. But when Electro and his own army of

Reprints: Silver Surfer Vol. 3 #34 - #38 Thanos Quest #1 - #2 Logan's Run #6

Straight out of the pages of NEW AVENGERS and HOUSE OF M! Call your friends, wake the neighbors, shout it from the rooftops! Come along for one heck of a wild ride as Brian Reed (co-writer of the thrilling SPIDER-WOMAN: ORIGIN) joins forces with penciler extraordinaire Roberto de la Torre for an action-packed adventure that includes special

Some people from Tony Stark's past have a VERY big problem with Victor Von Doom taking the mantle of Iron Man. One of those people is Pepper Potts, a.k.a. Rescue! She is back and she is pissed! Where has she been?

Part 2: Star-Lord, Gamora, and Rocket are hot on the trail of an EXTREMELY elusive thief! And whoever catches her gets to collect her bounty!