A battle-injured Spider-Man webslings quickly through town, fearing the worst. He sticks on a wall and climbs through a window, where he is relieved to find Mary Jane and Aunt May. Holding one hand over his injured shoulder, he asks the two women if they’re okay. MJ and May are stunned to see Peter and immediately see his hurt shoulder. Peter explains that Colonel America bit him and that he’s starting to feel a little sick.
May leaves to get the peroxide, and MJ realizes that what they’re saying on the news is true: the Avengers have started attacking people… eating them. Peter confirms it. He tells her that he tried to reason with them, make the Avengers see how they were acting. But in turn they attacked him. He barely got out of there, and it’s bad out in the open. He hates to even think about it, but he thinks they should get out of here. MJ agrees, and admits she’s scared. She has never seen anything like this.
Suddenly, Peter begins screaming! As MJ tends to him, Peter says the pain in his stomach is getting worse. He suddenly turns into a zombie and immediately attacks Mary Jane, eating her. A moment later, May comes out of the bathroom and is shocked at what happened. Peter begs May to lock herself up in the room, because he can’t control himself.
The infected Avengers are all attacking innocent humans and eat them in their wake.
High in Earth’s orbit, at Asteroid M…
A distraught Magneto has seen on TV what happened on Earth and feels sorry for what he has done. Cortez thinks they had no way of knowing it would be this bad and doesn’t believe Magneto is to blame for this. They sought only to thin the Homo sapiens, to give mutants a fighting chance. Magneto angrily warns Cortez not to make any excuses! He can’t believe Cortez isn’t seeing what’s happening down there. The thing they made a deal with... the thing they brought here… the virus affects humans and mutants alike. They’ve doomed the entire planet!
But, Magneto understands that now is not the time for anger. If he can save a few, they could survive. It’s the only way. He leaves and Cortez asks Magneto where he’s going. “To Earth,” Magneto proudly proclaims. He orders Cortez to keep doing monitor watch, as this station could be the last refuge of humanity. They have to protect it at all costs.
New York City…
A still uninfected Nova flies to Peter’s apartment and goes inside. He heard what happened and wanted to make sure he and his family were okay. Still feeding on MJ, Peter tells Nova that he can’t share his food, because there isn’t enough. He has to keep it all for himself. The hunger… he had to do this. He’s got to stop the hunger so he needs it all. Nova is shocked by the sight and Peter shouts at Nova not to look at him.
Spider-Man starts attacking Nova and punches him through the window, ready to eat him. Nova asks why this happened and who caused it, however Peter just shouts at him to shut up and just die. Suddenly, a red billy club is thrown against Peter’s head. It belongs to none other than… Daredevil! Murdock informs Nova that Peter isn’t the friend Nova used to know and wants Nova to help him kill Peter. Nova can’t believe he really has to do that. He can’t! Daredevil shouts at Nova he has to, but then Peter starts biting on him!
Elsewhere in the city…
Colonel America shouts at his fellow Avengers to stop eating the humans. Though they obey, don’t understand why. The Colonel wants them all just to stop for a second and look at what they’re doing. The pain… the hunger… it’s gone for now. They don’t need to do this. They… they could be cured. They need to find a way to make this feeling last, to fend off the madness! They’re Avengers! They need to fight this. They’ve got to… stop… before too much damage is done. The others agree and follow Colonel America back to Avengers Mansion, but he fears they may be too late. But he still wants to regroup and rethink this whole situation.
Westchester, New York… Xavier’s…
The uninfected X-Men are fighting the infected members of Alpha Flight. Storm is angry at them because Alpha Flight just ate the Professor… ripped him to pieces! Cyclops warns Storm to just focus on the battle, because he can’t deal with that right now. As he is then attacked by Snowbird, he thinks that, whatever they throw at Alpha Flight, it’s just not working! They just keep coming. But they can’t let up… they can’t let Alpha Flight get to the students inside the school. Somehow… they’ve got to hold them off!
Without warning, metal pieces are thrown through the heads of Puck, Snowbird, Guardian and Sasquatch, killing them. The culprit… Magneto. He flies down to the X-Men, telling them that now is not the time for mercy. Kill or be killed is the new rule, and it’s the only rule that matters. If this is something they cannot do, the X-Men better kill themselves and save the rest the trouble. Wolverine angrily asks Magneto who he thinks he is barging in there like this. Magneto reminds Wolverine that he just saved their lives, and he’d like their help in saving other people’s lives for as much as they can. But he won’t let their naiveté bring about his own death.
Kitty is surprised to learn there are more creatures out there like Alpha Flight. That they’re more heroes turned into monsters. Regrettably so, Magneto has to confirm that. Holding his claws ready, Wolverine asks to be pointed in the right direction.
New York City…
An injured but uninfected Hank Pym leads an uninfected Black Panther into an alley, where he wants to enter his lab. T’Challa looks behind him and thinks they lost the others. Hank asks T’Challa if he saw what happened to Colonel America. The hunger took him over almost immediately. He… devoured that woman. Hank saw it but still can’t believe it. T’Challa admits these are strange times, and only hopes the infection hasn’t reached Wakanda. Though he is confident, given the proper time, the Wakandan scientists in his employ can cure this disease, as he doesn’t wish this fate on his homeland.
Hank just wants to go back to his lab, where he can work on a cure. T’Challa notices Hank has been bitten, to which a disappointed Hank asks T’Challa why he had to go and notice something like that. He gets larger and turns his hand giant, and slams it onto T’Challa, knocking him out. Hank apologizes to his old friend, but he has seen what this infection has in store for him and he won’t be caught without a meal when this is all over. He doesn’t expect T’Challa to understand, though. At the rate these things are going, the food supply will be exhausted within a matter of days. The rate at which the infection is spreading is nothing short of astonishing. Hank wishes he could turn back the clock, prevent himself from getting infected, but that’s just inevitable now. In a few minutes, he’ll be a mindless animal, foraging for his next meal, one of them. And T’Challa will be nothing more than a midnight snack.
Hank drags T’Challa through an alley and makes it to his lab, where he stores T’Challa inside.
Elsewhere in the city…
A still uninfected Nova fights an infected Gravity.
Below him, the infected Spider-Man and Daredevil fight some humans.
And elsewhere, the uninfected X-Men battle their old adversaries of Freedom Force, who have all become infected.
The Baxter Building…
Reed holds his stretched body around his bleeding son Franklin, cradling him. Dumbstruck by his loss, he thought Franklin and Valeria would be safe there. They didn’t think anyone could get to them, but she… she knew the safety codes and could come in easily. He tells Sue to do it… now!
While Ben holds an infected She-Hulk tight in his arms, who has injured both Franklin and Valeria, Sue uses her powers to create a force field around Jennifer’s head, and makes it explode! Without a head, the zombie dies and Ben lets her go. Reed and Sue realize their children have now died, and share a hug while they cry. Johnny cries too, but then the alarm goes off.
They’ve received an incoming transmission from Nick Fury and Johnny asks Reed if he should take it, but Reed wants to answer it instead.
An uninfected Thor slams his hammer against an infected Atlas. Songbird and Jolt prepare to strike from behind, but they are knocked out by an incoming Nova, who has come to help Thor. Mach IV holds Nova back and Moonstone pounds Thor into the ground. She tells Thor to look around him… the odds are against him. He’s only delaying the inevitable and he’ll be one of them sooner or later.
Thor refuses to let that happen and attacks Moonstone with a powerful lightning bolt, from his powerful hammer, Mjolnir. Once she is down, Thor hits Moonstone in her face with the hammer, killing her. Baron Zemo sees it all happening and is inconsolable by the loss of her. Mach IV and Songbird grab Nova and prepare to take a bite out of him, which will turn him as well.
Luckily for Nova, the Fantastic Four arrive in their Fantasticar to save him, and Johnny throws his flames at Mach IV, melting him. Meanwhile, Sue throws another force field around Songbird, causing her head to explode as well. After Thor and Nova thank the FF for their help, Reed asks them both for help in turn, and they are of course happy to oblige. Thor and Nova tell Reed to lead the way and they depart. As they departm Nova asks Reed where they are going. Reed tells him to look up, and they can see the Helicarrier. Reed mentions they are now looking at humanity’s last best hope, and welcomes Thor and Nova into the resistance.
Later, inside the Helicarrier…
Nick Fury has gathered many uninfected heroes, including the X-Men, Magneto, Quicksilver and the Scarlet Witch. Fury explains that the epicenter, the start of this… plague, or whatever people call it, was in the center of Manhattan. That’s the first known instance. They don’t know how, but something from another world broke through, and came to their world. The Avengers, as is often the case, were the first on the scene. The first to be infected.
Colonel America, Hawkeye, Black Widow, Luke Cage, Ms. Marvel… they were the start of this. In a matter of hours, it has spread to all corners of the globe. As far as they can tell, only meta-humans are affected, but that may just be because the normal humans are being completely eaten and can’t fight off these monsters. As it is now, it’s already too late to be contained. But it may not be too late to stop it, maybe even reverse it. The uninfected heroes standing in this room are Earth’s last hope, and if they don’t succeed, everyone will die. That’s why they’ve been gathered there.
The first to speak, the US Agent asks who let Magneto in. Wolverine grins at Walker that Magneto is with them, and asks if he’s got a problem with that. Walker doesn’t answer. Fury adds that, right now, if meta-humans aren’t trying to eat you, they’re an ally. Magneto is an asset they can’t ignore under the current situation. Iron Man wants to know what the plan is. Fury explains that the plan is for him to work with Reed Richards and Bruce Banner to develop a cure. While they do that, the rest of them will divide into rescue squads, saving who they can and bring them here, until they save the world. Fury asks if that’s clear.
Nova shouts out this is crazy. He wonders if Fury realizes what they’re up against. If someone anyone knows isn’t there, they’re one of the infected! He can’t believe Fury doesn’t know what that means. They’re completely outnumbered! And the plan is to turn the Helicarrier into a flying Noah’s Ark?! He doesn’t see how that’s going to work. How many people can fit into this thing? Richard apologizes. He knows they get together like this every few months to avert some global crisis or fight some enormous bad guy. He gets that. That’s what they do. But he thinks they’re treating this like another Kree/Skrull invasion, or Thanos attacking. But this is different! He wants everyone to look at how many they’ve lost already and now they’re forming a game plan?! He fears they’re all as good as dead!
Fury admits it’s not a perfect plan but it’s all they’ve got. The alternative is to give up. Anyone who prefers that option can speak up to him any time. Black Cat glares at Nova, who remains quiet after that. Fury orders his people to go for it.
Avengers Mansion, Manhattan…
Hank is back at the Mansion and calls out to Jarvis. He enters the living room, where his teammates have already devoured their poor butler. Hawkeye mentions to Hank it was a good idea of him to eat Jarvis, but they were way ahead of him on that one. But they saved him a piece so he can dig in. The Wasp welcomes her husband home and was confident he’d rejoin them soon.
Hank asks if this is it then? They won’t fight the hunger? Colonel America asks Hank what he’s got in mind, to which Hawkeye adds that he has eaten over a dozen of people today. He doesn’t expect there to be much in his way of redemption available for any of them. He wants to know if Hank’s saying he doesn’t want a bite out of Jarvis, because if not he will take one. Reluctantly, Hank agrees to dig in. He admits that perhaps Colonel America is right but he just doesn’t like the idea of giving up.
Spider-Man is at the Daily Bugle, where he is ready to eat a panicking Jameson. He’s going to enjoy this. While Dum-Dum Dugan leads some people onto the Helicarrier, Thor slams his hammer into an infected Abomination, killing him. The Thing, The Human Torch and Black Bolt face off against the infected Namor and Attuma. Nick Fury tries to convince Dr. Doom to join their resistance, but Doom is confident he and Latveria will remain unaffected by the virus and survive on their own. He orders Fury to leave them alone.
Magneto and Wolverine have joined forces while as they confront. Dr. Octopus, the Green Goblin, Sandman, Mysterio, Electro and the Vulture. However, Nova threatens to be outnumbered by the combined forces of Mole Man and the Wizard.
Back aboard the SHIELD Helicarrier, Reed’s lab…
Sue finds Reed working alone on the dead body of the infected Guardian. She wants to know why he’s in there alone, because she thought he was supposed to be working together with Tony and Bruce Banner. Reed explains the others are working on different solutions. It was decided that, if they worked separately, maybe one of them would discover a viable solution and then the other two could assist. It was Tony’s idea, but Reed agreed.
Reed believes these infected creatures are remarkable. They’re human, but also not. The infection turns them into such an efficient life-form, it’s just… amazing. Sue becomes angry, reminding Reed these creatures are monsters and deserve to be exterminated. They’re not a new life form and not something to be admired. She wants him to remember what they did to their children. Reed of course realizes that, but he can’t ignore what almost seems like improvements on their design.
“Improvements?!” a shocked Sue shouts out. Reed confirms that, as strange as it sounds, in that they are organisms designed to process organic matter and transform it into fuel for their bodies. In that way, the infected are more advanced. They use far less energy. Most bodily functions are shut down – no longer necessary – yet they still retain mobility and all of their intellect. Yet little more than their brain is actually functioning. He finds it quite fascinating. Sue angrily leaves without saying a word to Reed as she does.
Elsewhere in the Helicarrier, Tony’s lab…
Fury enters the room and asks Tony if there has been any progress. He thinks so. While finding a cure is paramount, he does want to ask Fury a question. He wants to know if Fury has looked out of the window lately. Fury doesn’t understand. Tony explains it’s a figure of speech. He didn’t mean it literally. Even if they can stop the virus, the cleanup… if they saved the world right this minute… would take decades. Their world would probably never return to what they once knew. So, while Reed and Bruce focus on curing the infection, his efforts are quite simply, being directed toward escape. He thinks the Negative Zone is always a final solution, but the thousands of civilians they have here would probably not acclimate well to that environment. This virus came from another dimension, and that, too, is how Tony thinks they shall escape it.
Using some of Reed’s equipment, he has begun constructing a machine that can locate, study and eventually bridge their passage to alternate dimensions. The ideal case would be a world similar to their own, where a pandemic wiped out civilization long enough ago that the contagion has passed, but recent enough for them to take over their cities, turn them into their own. Unfortunately, odds for that are not in their favor, at this point nearly any dimension will do. Beggars can’t be choosers, after all.
Tony shows Fury the machine he built, which has a huge hole in the middle. He thinks he should have this machine operational within a few hours. They could be transplanting survivors into a new world as early as tomorrow morning. Assuming they last that long. Fury thinks they just have to make sure they do.
The infected Avengers are in full battle with the surviving heroes, having turned some of the resistance members in zombies. Colonel America tells Thor he doesn’t understand. They tried to fight this… they really did… but they just can’t! This is what they are now. There’s nothing they can do. Thor shouts that he and his friends don’t care about that.
Ms. Marvel bites Nova in his arm and Luke Cage turns Iron Fist. Colonel America and Hawkeye restrain Wolverine together and both bite in his arms, while the already turned Captain Marvel stares at the spectacle. Magneto valiantly fights back and magnetically throws a car at Giant-Man, refusing to lose. He orders the remaining uninfected heroes to retreat back to the Helicarrier, believing that will be their only chance.
Back on the Helicarrier, Reed’s lab…
Reed has summoned his other family members besides him. He’s glad they could all come, as he wanted to talk with them first before Fury and the others. Sue wants to know what Reed has done. With bride eyes, Reed says he concluded his study. But Sue’s tone distresses him. He has, as they all should he thinks, come to accept the fate that will befall each and every one of them. He wonders if it is so inconceivable that they were meant to become these savage beasts? What if this is their next step in their lives? He has come to realize that they’re not dealing with an infection here. It’s evolution.
Sue gets even angrier at Reed, now thinking he has gone insane. She asks what he intends to propose. That the solution to all this is to embrace this and allow themselves to be infected? Reed replies that he wasn’t meaning that. It has already infected them. He explains they may have all noticed a small prick… a scratch, a few minutes ago when he called them there. That’s really all it takes… the tiniest of breaks in skin. In fact, Reed concludes as he starts watching his watch, Ben, Johnny and Sue should start feeling the effects in three… two…
Johnny is the first to feel the pain in his stomach, and Ben and Sue soon follow. They’re all angry at him and Sue thinks Reed has forgotten about what happened to their children. Reed sure hasn’t. He claims that what lies ahead for all of them is no place for children. In fact, if his calculations are correct, the need to procreate will be gone, as their species will survive without reproduction. They’ll all be essentially immortal. Their children are in a better place. They were spared an existence in this horrible world. Horrific or not, Reed concludes nature demands they take this next step. He’s sure Ben, Johnny and Sue will understand that in time.
Johnny, Sue and Ben all reach out to Reed, wanting to feed off him. Reed takes off his lab coat and allows them to do that. While his family consumes him, Reed says he wanted to experience being turned firsthand. He wants to know what it feels like to be turned. He wanted this and is certain this is what needs to happen. He’s certain everyone will understand.
Fury again meets up with Tony, who is impressed that Fury is on time. Fury mentions there’s very little more important than the work Tony is doing there. He asks about the status, to which Tony confirms that he’s done, actually. He’s scanning for parallel Earth’s as they speak. They should be able to find a suitable one in a day or so, but he’s cataloguing suitable ones just in case they need to go in a hurry.
When Nick then asks about capacity, Stark admits that, if he had the time, he could amplify the field his machine generates and make it large enough to move a whole carrier into a new dimension. But somehow he doubts they’ll have that time. Nick agrees that’s how things seem to be going. News from the front is bad. Very bad. They’re losing people left and right. And everyone they lose is one the infected gain. Fury starts to think that perhaps that punk, Nova, was right. After all, Nova was turned a few minutes ago himself.
Stark warns to keep one thing in mind, though. The amount of people they’ll be moving with this thing… they’ve probably only got enough juice to use the machine once. Which means, unless this new dimension has the same reasons as their current one, they’ll be stuck there. Fury just wants to take that risk.
On that moment, the entire Fantastic Four burst through a wall, having eavesdropped on the idea of an entire dimension full of delicious people to eat. Reed is thrilled by the thought. Tony is shocked to see Reed like this and wants to know how it happened. Reed shouts out that he saw the light. And he’s sure Tony will too with the right motivation. He wants to take a bite out of Tony now. He opens a brief case in which his Iron Man suit is stored, but Reed pulls that out of Tony’s hands.
The other Fantastic Four hold Tony, and Fury takes this chance to push the machine to safety. Reed tells his friends to be careful. He doesn’t want to devour Tony, just infect him. If they eat too much, Stark will just die like all the other normal humans. Ben starts eating on Tony and finds it hard to quit. Sue agrees, as the pain is unbearable. Reed reminds them there are plenty of others to eat out there, as Tony’s device will be an asset in the coming world.
Reed notices Fury trying to escape and wonders how far he thinks he’ll go with that heavy thing. Fury starts shooting at the FF, realizing he isn’t prepared for this. He runs into a tunnel but is soon followed by the FF, who remain unharmed by the bullets. Reed is a bit disappointed to see Fury actually afraid.
The uninfected Thor, Colossus, Storm, Nightcrawler and Dr. Strange appear behind Fury and he orders the computer through intercom to initiate “Fury fail-safe gamma in sector seventeen, level thirty”. The computer obeys and a huge door blocks the hall between the heroes and the zombies. Fury realizes the zombies will get through there soon and that they won’t have much time. They can get away with this three dimensional doorway. If Stark set the coordinates, they could use it to escape to another world.
When he falls silent for a moment, Thor asks what’s wrong. Replying, Fury says that this virus, this plague… it was brought there from another world. If they leave, they could take the virus with them. Everything they’ve been through, it could start all over. They just can’t do that. Ben punches through the door and Fury tells Thor he knows what to do. He slams his hammer onto the machine, and a large thunder bolt destroys it. Reed shouts at Fury that was a mistake and he’ll pay for it. But only for a little while, as the world will go black for him once it’s all over. The FF begin tearing Fury apart limb from limb.
With Fury killed and the other former uninfected heroes now turned, Ben asks what’s going to happen next. Reed wants to take what’s left of the machine back to the Baxter Building, where he plans to rebuild it so they can find another dimension. He realizes they’ll soon be out of food and, besides, Reed grins… it’s their responsibility to spread the gospel.