The heroes struggle to regroup, realizing they’re under attack, as Mr. Fantastic correctly points out. “Good!” the always bellicose Wolverine enthuses. “Heads up! This is it!” Cyclops motions them at the enemies ahead. Captain America orders his Avengers to assemble and form a wedge while he takes the point.
Atop of an incredibly-elevated mechanical tripod, Piledriver and Bulldozer prepare to strike the heroes with the walker’s blaster cannons. Piledriver reminds his teammate what the Beyonder said: once they crush these jerks, they get anything they want! Bulldozer retorts he’d smash them anyway and then fiercely blasts all the assembled heroes with one of the mini-canons on the tripod. The huge rock upon which the heroes stood shatters and they all scatter around. On the ground, the rest of the villains proceed to assault the heroes. Dr. Octopus, however, implores them to wait for the others. They must strike all at once or… Wrecker interjects and suggests he shuts up and rips into them!
Trying to get back to his feet after the Bulldozer’s attack, Captain America tells Hulk they need time to regroup and urges him to buy them two seconds. “Cap, I…” Hulk is about to say and then screams, as he is similarly blasted himself. He realizes these are high-energy electron beams. They hit like Thor’s hammer. That’s enough to batter any of them senseless – except him, of course!
Nearby, Wolverine is shocked to see that Colossus is kayoed. He sees that Lockheed is still scrapping, though. “Get ‘em, dragon!” he tries to inspirit him. Captain America notes that, luckily, the villains’ attack is disjointed and undisciplined: that gives them a chance. He asks his comrades to attack and take out the guns. Hulk asks him to relax: if their plan is simply to “rip into them,” they haven’t taken the strength of the Hulk into account! With this, Hulk effortlessly lifts a giant piece of rock. Before he has the chance to catapult it, though, the villains relentlessly blast the rock, reducing it to splinters.
Behind him, She-Hulk advises Spider-Man to duck and cover. Spider-Man assures her he’s okay but the others…? She-Hulk can see that Mister Fantastic has them covered. Indeed, Reed approaches several of the stunned heroes, including Professor X, Rogue and Hawkeye. While covering them from the flying shrapnel with his pliable body, Reed contemplates the villains caught them completely off guard. Half of them fell on the first salvo. Where did they get those incredible concussion-ray weapons?
Not far from there, the Absorbing Man gleefully notices those creampuffs are falling like ducks in a shooting gallery. Kang orders him to watch their flank and beware of a counter-offensive. Victory is uncertain until they are all dead – especially without Doctor Doom on their side. How unfortunate that Kang had to slay him!
Unknown to Kang, however, Doctor Doom yet lives. Carried by his hidden jet-pack, he soars through the alien atmosphere, only a few dozen miles away, reflecting upon the mind-staggering events of the past few hours.
Spirited away from Earth, Doom and his fellow combatants were addressed by their mysterious captor: the Beyonder. He suggested they slay their enemies and all they desire shall be theirs. Nothing they dream of is impossible for him to accomplish. The Galactus had no patience for such a game, though. He sought to confront the Beyonder and Doom, eager to learn the secrets of a being so powerful, followed. Both were brutally repulsed!
Awed by the Beyonder’s magnificence, Doom counseled the villains against making war. He reminded them they have seen the power to end and begin universes. He implored them to forget their petty dreams: to fight is to prove they are microbes on a slice! They have the chance to reach out to a being to whom the gods are insects! They key to immortality, to totality, is in their grasp! But the villains would not need him – indeed, the tried to kill him. The heroes, too, were suspicious. Doom realized he was a fool to think they might comprehend. Enraged, Doom stunned the heroes with a power blast and left them lying the dust, only moments ago.
Doom finally flies towards the fallen Galactus, still lying where he fell after being repulsed by the Beyonder. Galactus, one of the greatest powers in their universe, humbled, Doom marvels. Suddenly, he sees that Galactus stirs. Curious, he realizes Galactus is no mere mortal, forced to clamber awkwardly to his feet: he simply rises and sets himself upright. He asks Galactus to hear him and let them take counsel…
An indifferent Galactus, however, walks away and a shocked Doom realizes he ignored him, as though he were a gnat buzzing at his feet! He realizes that so he is… just as all of them, even Galactus himself, are insects to the all-powerful Beyonder. The others have chosen to play the Beyonder’s simple game – thereby, in effect, paying homage to him. Should he, too, pay homage? Should he worship at the feet of this godlike being or choose another path… one only Doom would dare?
He soon enters the fortress, provided by Beyonder to his villainous allies. He knows there is much inside that may be useful to him. However, it’s doubtless it has not been left unguarded. Indeed, two defense drones appear behind him and proceed to attack. Doom turns around and manages to destroy them. He finds it interesting that his armor’s built-in sensors did not detect their approach; the technology here is advanced. He revels: much in here may be useful. One of the damage drones goes flying across the room and shatters the outer door. Now, Doom has but to disable the master defense control with a power-blast and this place and its secrets belong to him!
Soon, Doom advances deep inside the mammoth complex. He realizes his erstwhile associates are away – perhaps mounting an ill-considered attack upon the self-styled heroes. Doom quickly spots the inert body of the mad robot Ultron who was neutralized by Galactus upon their arrival. He ponders that perhaps this invulnerable adamantium body may yet know life. Ultron will be very useful when Doom’s associates return… if they return.
At the battlefield, Captain America, standing on another rocky hill, uses his shield to protect himself from the beams unleashed by Kang’s ray-gun. Cap urges Iron Man and the Thing to hurry and pull back. He informs everyone that the attackers are in position now. “Thor!” he signals him. “Aye, Captain America!” Thor roars and twirls his hammer. He then fiercely pounds one side of the hill, causing four of the villains that have begun crawling on it – Kang, Thunderball, Wrecker and the Lizard – to collapse to the ground.
On the mechanical tripod, Piledriver tells Bulldozer to quit rocking this thing: he can’t draw a bead. Bulldozer retorts it’s not him. Looking below, he sees the Hulk has grasped the tripod! “Go, Hulkie! Hit them!” Human Torch urges him. Hulk retorts that when the Torch can bend this ultra-hard alien metal like paper with his bare hands – like Hulk does right now – then he can give him orders! Till then, Hulk will listen to their designated leader, Captain America, and to one else. “Get it?” he concludes. “Nice work, Hulk,” Cyclops congratulates him. Would he mind his pitching in a high-impact optic blast? Hulk tells him to go ahead and finish them off; the hard work’s already done! Indeed, Scott uses his powers to finish off the tripod.
Nearby, She-Hulk introduces herself to the Enchantress She’s heard so much about her… she’s a not-nice lady! “A green woman? Is there no end to the varieties of mortals?” the Enchantress wonders. But no, they really are all the same, she concludes: frail, weak… “Unhand me!” she demands and violently pushes Jennifer off of her. She-Hulk realizes she’s strong. The Enchantress vaunts she’s an Asgardian goddess. She could crush She-Hulk in her fist like the slug she is. However, physical contact with creatures such as her disgusts her. Why should an immortal mistress of sorcery sully her hands?
Jennifer, however, wonders why should she let this chance slip by. She doesn’t often duke it out with someone solid enough to really unload on… and slow enough to let her! Saying this, she fiercely pummels the sorceress, instantly knocking her out. Jennifer remarks that was like tubular… to the max!
Thor informs Captain America that the battered remnant of the enemy force flees. Shall they pursue them? Cap suggests they let them go for now. It’s best not to let themselves get scattered. They’ve got to consolidate their position and they’ve got prisoners to worry about. She-Hulk suggests they shouldn’t worry about the Enchantress: she’ll be out for quite a while. Hulk decides to wrap the guys Piledriver and Bulldozer up, using the leftovers of the tripod.
Cap tells Storm to do some reconnaissance and see if there’s any defensible shelter out there. Storm complies and elevates herself in the air. She realizes the air is thick on this world, yet easy to manipulate – if one is a mutant weather-witch, that is. These winds bear her aloft at her slightest whim. It is as if the Beyonder deliberately sought to provide ideal fighting conditions… which suits her fine.
Soon, Storm presents them with a sublime, vast, technologically advanced fortress, asking Cap if that’s an adequate defensible shelter. Impressed, Iron Man exclaims that this place is bigger than the Pentagon. Bigger than fifty four and a half Pentagons, Hulk jokingly estimates. “Odd’s blood!” Thor exclaims, carrying the senseless Kang.
Hulk is the first to peep inside the installation. He tells Cap that it looks okay inside but offers to lead the way in, just in case. After all, he’s the strongest and least vulnerable. Even though Iron Man and Thor might argue with that, Cap doesn’t. He urges him to go ahead. The other heroes prepare themselves to follow Hulk’s lead. Nightcrawler sees Colossus looking around and asks him what’s wrong. Piotr explains that he just realized he hasn’t seen Kitty’s dragon since the battle. If something happened to him, Kitty will be broken-hearted when they return to Earth. Wolverine wonders what makes him think he’s ever going to get back and suggests he forgets the dragon.
Sometime later, inside the base, Reed tells Cap that the prisoners are secure. The prisoner-detention system they found is very humane – basically a form of psychostasis. It works by controlling aggression through brainwave modulation. He apologizes it took so long for him to figure out how to operate it. Cap doubts any of the rest of them could have done it at all. Spider-Man quips it’s a good thing the new, improved Hulk with Dr. Bruce Banner’s brain didn’t hear that. He’s so touchy lately!
Reed also found a healing device – a cell regenerator – in which he placed the Enchantress. She’d probably just wake up with a black eye, but you can’t be too careful, he remarks. That was an incredible blow in the head she took. Captain America praises him: it’s no wonder the name “Mister Fantastic” is renowned for compassion as well as courage. Reed gives another meaning to the word “hero”. Now, however, it’s time to attend their own needs, Cap announces. He’s satisfied that there’s no immediate danger threatening them. He tells Reed to get everyone together in the large dome they discovered on the four hundred and fifty-first level.
Soon, they all confer in the dome. Captain America tells them they won the first skirmish but not the war; not by a long shot. Wolverine suggests they go out and win it already; why are they sitting here? Cap explains that, first, it’s because they don’t where all of their foes are: it’s a big planet. Galactus, Doctor Doom, the Molecule Man, Doctor Octopus, the Wrecker and Absorbing Man are still out there. Any one of them is too dangerous to take lightly. They have an advantage now; they shouldn’t blow it. Logan tells him he’s nuts.
Undaunted, Cap asks Iron Man, Torch and Thor to patrol the fortress perimeter in a spiral pattern and make sure they have a secure area within a one-hundred mile radius. The rest of them will take turns on watch here. He’ll need two details: one to check for suitable quarters and one to find a mess hall – and food, if there’s any. The three men immediately fly off, heeding Cap’s tasks. Human Torch asks the other two whether they think Cap is handling this right. “Does Doctor J play roundball, junior?” Tony quips.
Meanwhile, many hundreds of miles distant, yet another massive structure broods over a terrifying terrain – a fortress claimed by right of power by Magneto. Gazing at the landscape outside the fortress, Magneto thinks how strange and bizarre this alien world is. To think that here, in this weird, secret place, the fate of all existence hangs in the balance. He wonders: do the others feel the same sense of destiny that he feels? Not long ago, such a thought would have never occurred to him – that the hearts of ordinary men might share a feeling with the heart of one of the Homo superior race.
Hours later, elsewhere, the villains that fled custody approach their headquarters. Molecule Man tries to convince himself the heroes are still not after them, are they? Doctor Octopus doesn’t see them… does he? Octopus admits he’s getting sick of his whining! The Absorbing Man assures them he’s sick of all of them! Wrecker tells them to relax: there’s their little home away from home, he tells them as he points them at their base. There, they can rest, regroup and figure their next move.
Dr. Doom suddenly appears at the entrance and welcomes them to… Doombase! “Look! It’s Doctor Doomwimp!” the Absorbing Man sneers at him. Doctor Octopus thought Kang destroyed him. Wrecker remarks that it looks like he didn’t do such a good job. The Absorbing Man retorts that can be fixed! He orders Doom to get out of their way… or he’ll twist his tin nose off! Molecule Man cowardly stammers that what the Absorbing Man meant is that they’d really like to come inside; they’re exhausted! “Right, Wrecker?” he goes on, hoping to cajole Doom. Wrecker, however, retorts that the Absorbing Man meant what he said! A similarly complacent Octopus tells Doom that he now rules here.
“I think not, Octopus!” Doom calmly replies… and all villains are suddenly blasted by Ultron! Octopus realizes Doom rebuilt Ultron and wonder if the robot serves him now. Doom boasts that Ultron is absolutely indestructible; powerful beyond measure; armed with alien energies which even the Absorbing Man cannot absorb and none of them can endure. Ultron is his to command… as are they! “Ah! Who gives a hoot!” the Absorbing Man concedes defeat. He needs a meal and sleep. Doom wants to be in charge? Okay by him! “Then, by all means, enter!” Doom invites them in.
Inside, Doom accosts Molecule Man. “Molecule Man… uh, Mr. Reece, I believe it is? I trust you were not inconvenienced,” he tells him. Molecule Man explains that, being absolute master of molecules, he can just assimilate molecules when he wants, so he never has to be hungry. He can also just shoo away dirt molecules, so he’s always nice and clean. However, he is tired. Doom reveals he has prepared a special chamber for him. He hopes he likes it. If not, he can always reconstruct the molecules, Molecule Man assuages his concerns.
Hearing this conversation, the Absorbing Man wonders why Doom is playing up to that little jerk. Wrecker shushes him. Reece sure’s a milksop, but he’s more powerful than all of them combined. Controlling molecules, he can do anything. Molecule Man joins them and happily asserts that things are going to be okay now, with Doom in charge. “Grub and sack,” the Absorbing Man grunts – that’s all he cares about.
Octopus confronts Doom. He knows Doom holds the cards but Otto would like to know his plans… and what happened to Galactus. Doom points him at a huge monitor. It shows Galactus standing on a mountaintop, over four thousand miles distant. His purpose? Doom knows not… though he has suspicions. As for his own plans, suffice is to say that the forces of Doom will triumph! “Rest now, Otto Octavius!” he authoritatively demands. Otto suspects that Doom has ambitions that dwarf merely triumphing in Beyonder’s little contest. The question is whether Doom will destroy them in trying to achieve them… or immediately after fulfilling them.
Some time later, as the alien semblance of night shrouds the headquarters of the heroes, a lone figure riding magnetic lines of force silently approaches. No barrier denies him entrance. Sheer magnetic power reaches inside, silencing alarms and opening portals from within and, thus, Magneto stalks the slumbering complex. He ponders how convenient it is that Beyonder arranged for this world to have nights and days approximating those on Earth.
Elsewhere in the fortress, She-Hulk asks a sullen Wasp what’s wrong. Janet explains that she’d be having tea in her studio now… and lunch on her patio tomorrow… This… situation they’re in is kind of… much. She feels there’s just a little thin wall inside her holding back a flood of despair. Jennifer admits that, her She-Hulk bluster aside, it’s also all she can do to hold it together. Jan thanks her; it helps to know.
At that moment, still soaring throughout the base, Magneto finally sees it: the power core which energizes this entire installation. This should serve his purpose!
Elsewhere in the base, Cyclops explains to Reed how he was teleported here. He was on his honeymoon. He wasn’t even wearing his costume when he vanished, but he arrived in it. Richards finds it interesting. Professor X said he wasn’t in his wheelchair when he disappeared, though he arrived here in it. It’s as though the Beyonder “fixed” little things that seemed to be wrong or missing. Reed wouldn’t doubt that he filled up the web-shooter devices Spider-Man wears on his wrists for him, too! Cyclops doesn’t know about Reed but more than angry or afraid, he feels cheated! He was on the verge of real happiness… He never had much…
Approaching them from the corridor, Thing ponders that he can’t watch a Mets game, so he might as well take a little stroll. He pauses as he sees “Stretcho” and that skinny X-Men kid, Cyclops. He hears Scott apologizing to Reed: he’s babbling like a fool. Reed assures him it’s all right. Considering the circumstances, why not? When he’s done, Reed will take his turn! He misses his wife, too… terribly. Thanks, guys! Ben muses as he leaves. He almost managed to forget that he’s probably never going to see Alicia again… and that’s probably best for her that way.
Elsewhere, Magneto inspects the power core. He realizes it will be very easy to manipulate the flux of this fusion generator, creating an impending catastrophe – a diversion which should bring most of the heroes running here.
Meanwhile, Spider-Man converses with the Torch. He wonders: does it not shake the Torch being here? What if they don’t get home? Johnny aloofly replies that the Fantastic Four have been off on space missions a couple of times. “We’ll get back! Believe me!” he reassures him.
Suddenly, Spidey warns him that something’s wrong. He senses danger… over there, he shouts and points at a specific direction. Johnny realizes that’s the power plant he’s pointing at and instantly flames on. Peter decides to go check on it. Johnny announces he will go drum up reinforcements – unless Spider-Man wants him to come with him. “I mean, let’s face it, you’re used to facing muggers!” he scoffs, adding that this is high stakes. Spidey insists he can take care of himself but admonishes Johnny to hustle. As Johnny flames on, Cyclops and Mister Fantastic, still chatting on one of the balconies of the base, see the FF signal on the sky. Reed realizes there must be trouble at the power dome.
As the heroes quickly storm into the power dome, they see Spider-Man hopelessly enmeshed in a giant tangle of metallic debris. Spider-Man screams it’s Magneto! The Thing assures him they already figured that out! Hawkeye points them at Magneto, rising above all, standing on a metal tank, and encourages his companions to grab him. Captain America sees Magneto toppling two equipment backs, one at the right of the heroes and one at the left, and urges them to look out. He tells Iron Man, She-Hulk and Thing to brace that stuff up or they’ll be crushed! “None may touch the person of Magneto!” the villain vaunts. As he flies off and the all the tanks below crash, Magnus realizes this is not working out as he planned; no matter! That will hold them until his business here is finished.
Two heroes, however, persevere. The Thing declares he isn’t done trying to lay his dainty, little paws on Magneto yet! “Me, neither!” Janet agrees and boasts that it’s a clinch to slip through debris like that at wasp size. Magneto assures her she’s correct – so he has to pack debris much more tightly around her in order to contain her! Trapping her in a ball of scrap metal and magnetically dragging Janet with him, he reckons he should perhaps abandon his first plan – he has a better one now that he has captured the Wasp. On hot pursuit, Ben realizes that wad of metal is slowing Magneto down; he’s a sitting duck! A few more steps and he’ll jump right on his back!
“Oh, no!” he suddenly cries out as he is inexplicably transformed to his original human form! In shock, Ben is at loss to understand how that happened. The heroes approach him. Reed gasps he’s human again! “Don’t ask me, Stretcho! It just happened!” a stunned Ben exclaims. She-Hulk notifies the others that it took them too long to get out of that mess and now ‘Maggie’ is gone with the Wasp. Captain Marvel argues that settles whose side he’s on. Cagey, she hopes everyone noticed that none of the X-Men showed up to fight him.
Cap asks her to belay that. He suggests they keep their minds on solving problems, not creating more. “Are we going after him or what?” Hawkeye impatiently asks. Captain America stresses they’ve got other problems, too. Leading the heroes into a room with sensor screens, he explains that, from what Dr. Banner and he discovered using these screens, they can’t go after Magneto in force now, because they’re going to have their hands full right here very soon. The screen shows Galactus standing ominously atop a mountain peak.