The newest Spider-Woman races through town, trying to avoid the Human Torch’s flames. Johnny tries to mock the new hero by telling her that Spider-Man is her partner, which is not the case. Spider-Woman is quick and moves fast, but the Torch is faster and blocks her way. But this doesn’t stop Spider-Woman. This time, she quickly grabs the Torch and smashes him real hard through a tall sky scraper. The building collapses. Spider-Woman bets that must have brought some hurt to the Torch, but hopefully didn’t kill him. She checks the bricks, and gets surprised by a flame from Johnny. The Torch uses all the flames he’s got inside him all at once, trapping Spider-Woman inside. Spider-Woman can’t stand the heat and collapses.
The Human Torch wins the contest! Johnny gets cheered by the crowd and Spider-Woman is teleported away. Johnny flirts with and kisses the female announcers: he couldn’t be more happy.
Meanwhile, Iron Man has landed somewhere in a swamp like area. He hears something and decides to check it out. He tries to figure out who it could be, but has no clue at all. Suddenly, the ground below Iron Man gets destroyed, and Tony himself gets attacked by local predators! They are stronger than Iron Man, but he tries his best and doesn’t give up. Iron Man receives unexpected help from a psychic knife, that destroys all the predators. It’s Psylocke! Betsy Braddock, with her costume shredded and an angry look on her face, is determined to finish their contest until one of them is dead!
Meanwhile, the next contest begins. It’s the Hulk versus Mr. Fantastic! Johnny is certain that Reed is going to win. He seems to be right, as Mr. Fantastic cleverly uses his elastic body to prevent the Hulk from breathing, and then turns his body in a box to trap the Hulk inside. But an angry Hulk frees himself, and the hard impact of the punch knocks Reed out! Johnny can’t believe it: the match must have been rigged! Johnny is determined to prove that any member of the Fantastic Four can fight and win as well. He wants another fight. Johnny gets his wish, and has to battle his former teammate the She-Hulk on a construction site.
Johnny isn’t much impressed and makes the She-Hulk angry. Jennifer picks up a heavy bulldozer and throws it at Johnny, who uses the maximum power of his flames to destroy the heavy machine. But through the explosion lots of dust gets released and Johnny can’t see anymore. The She-Hulk stands behind him and destroys a water tower. The released water removes Johnny’s flames, bringing him back to human-form. But this doesn’t stop Johnny, who quickly flames on again! He explains that water can be an inhibiting agent to both ignition and combustion, but Johnny has trained a lot over the years to prevent that happening to him!
The Torch has a plan, and transform the mud below them into redhot fire. Johnny’s flames have now the power of the sun, and transform the mud into concrete. It’s too much for the She-Hulk to handle, and she faints. The Human Torch wins again!
Elsewhere, Storm is reminded of what it was like to be one of the Acanti and soar through the cosmos. But the memory is brutally stopped by the Emperiatrix, who wants to make Storm pay for what she did to her back then. She threatens Storm, but is disturbed by one of her servants who reports a problem with one of the contestants. A problem in the form of Shadowcat.
Brother Royal enters Kitty’s room, who can’t stand the pain. She feels like she is dying! The technicians explain that they believe the interaction of the nanites and Kitty’s powers is the cause of her bad condition. Evidently, the technicians have discovered, Kitty’s natural state is to be intangible. And for the nanites to do their job, Kitty must be solid. The nanites are attempting to accomplish that, but Kitty is heavily trying to resist. Suddenly, Kitty gets back to herself and can’t believe when she sees who the Emperiatrix truly is. Kitty can’t believe it, because the X-Men killed her! But it doesn’t matter to her, because if the X-Men did it once, they’ll kill the creature again. The Emperiatrix laughs at that and claims that they are all hers!
Back to the swamps. Iron Man has defeated Psylocke and tied her up against a tree. Tony tries to find a way to dismantle the nanites, but that is easier said that done. Psylocke tries to free herself. Iron Man notices, but doesn’t panic. He has to stay calm to find a way to help his friends and colleagues. Finally he finds a way to stop the nanites, and hopes that his Stark-interaction nanites will not only eliminate the existing infection, but also fend off any subsequent attack and assure permanent immunity!
Tony spreads the cure over Psylocke, but the X-Man acts without thinking and still believes that they are in a fight. Betsy activates her psychic knife again and slams it through Iron Man’s head, knocking him out! But as Iron Man falls, so does his heavy armor which lands on Psylocke. They are both down.
Meanwhile, the next contest begins. The Human Torch faces Storm. The X-Men’s leader creates rain clouds in the hope of dousing Johnny’s flames, but he is faster and finds a way out. Johnny moves over to the city, and enters an underground parking lot. Johnny knows that Storm suffers from claustrophobia and plans to use that to his advantage. Johnny quickly moves through the garage, but gets surprised by a tornado from Storm. Johnny knows that he can win by one shot of his Nova-flame, the most powerful attack he has. But Johnny also realizes that the attack would most likely kill her. Johnny doesn’t want to sink to that level simply to win a stupid contest, and allows Storm to defeat him.