The Silver Samurai fires a blast from his hands at Captain America, who blocks it using her shield. In the meantime, Wolverine and the other heroes face Lady Deathstrike and Sunfire. Wolverine tries to help Carol out, but the Samurai notices him and fires an EMP blast at Logan, who manages just barely to jump out of the way. Felicia jumps on Iron Man’s back and teams-up with him, while they attack Sunfire together. Spider-Man and Torch work together to take out Deathstrike.
The Torch fires her flames at Yuriko, but she casts a spell to move the flames away from her. Spider-Man hopes that they have better luck at defeating the villains than last time. Torch thinks that cooler heads will prevail. Spidey jokes at Torch she’s got to stop using lines like that, and warns her for the ice blasts Yuriko starts shooting at her! The battle continues, and Spider-Man manages to hit Deathstrike in her face and take the Mandarin’s rings off her finger. He tries to cast a spell with them, but doesn’t seem to know the right words for it.
Peter holds the rings in the palm of his hand and suddenly notices MJ standing behind him. He asks MJ what’s wrong, as she’s being so quiet. MJ lifts a sword and apologizes to Peter for doing this. As Peter becomes worried, MJ slices through Peter with her sword! Peter starts to bleed profusely and drops the rings on the floor. He can’t believe MJ just did that. MJ wants to finish the webslinger off, but gets hit by Captain America’s shield and collapses.
Carol thinks something is wrong with MJ. Peter agrees with that, but warns Carol of an incoming attack. The Silver Samurai has taken over Wolverine’s mind, and has him hit Carol! He tries to slash Carol with his claws, and luckily Carol’s shield partly protects her but the claws still hit her shoulder a bit. Carol guesses that means she isn’t entirely invulnerable.
Iron Man thinks he knows what’s going on and doesn’t get how they could be so stupid. He asks Felicia to try to count the rings on the villain’s fingers, but Felicia’s mind has already been taken over as well! She growls and uses her claws to scratch through Iron Man’s helmet! He loses control and starts crashing down, where he is attacked by the Torch, who has also been taken over. Tony hopes that his suit’s reverse thrusters are up to the job. He activates the thrusters in his gloves and boots, and quickly flies backwards. Felicia didn’t suspect this and falls against the Torch, which knocks them both out. Iron Man thinks he just made a new, perfect maneuver and wonders what he’ll call it: the Furball Special or the Fireball Special.
Meanwhile, Carol does her best to block the attacks from both Wolverine and the Silver Samurai. Iron Man spots Carol in danger and flies towards her, and lifts her up in his arms to fly them both into safety. Carol thanks Tony for the save and wonders if he knows what’s going on. Tony believes someone is using the mind control ring, which was the Mandarin’s most powerful ring. They reach Spider-Man and Carol thinks they need to rescue him as well. Tony doesn’t think so, and believes Spider-Man is tough enough to handle himself. He suspects that Spidey’s ninja training and Carol’s military training must be enough to block the ring’s power. And the built-in protection in the Iron Man suit protects Tony.
Sunfire starts following Tony and Carol. Tony realizes they’ve got to hold Shiro off. He explains to Carol he’s got a neuro-dampener wired in his chest plate. He keeps trying to expand its range to transmit feedback pulse, but needs to find an amplifier of some sorts. He lands on a balcony and notices some stairs that lead to an exit in the ceiling. Tony rips the stairs off the wall and thinks they should do be enough. He fires a blast from his glove at Sunfire, who flies away from it.
With Wolverine and the Black Cat running towards him, Tony explains to Carol that the alloy of the stairs should conduct the neural pulse and knock everyone back to themselves. Tony places the stairs into his chest plate, but Logan and Felicia still keep running towards him... it’s not working! He throws the stairs away and fires a blast at Logan and Carol to keep them away from them. Tony tells Carol they need to come up with another plan, but now, Carol’s mind has been taken over as well, and she hits her shield into Tony’s chest plate. The alloy in the shield is enough for Tony’s chest plate to power up, and the powerful blasts coming out of the plate bring all of the heroes back to normal!
Carol tries to apologize for what she just did to Tony, but he tells her not to be. He explains her shield acted as the amplifier for the pulse that brought everyone back to their senses. He gives Carol her shield back and tells her to put it to good use elsewhere. On that moment, Sharon collapses on the ground! Tony helps her up, and believes given Sharon’s reaction, she may have been under the same mental control MJ was. Peter doesn’t think so as Sharon’s eyes weren’t so freaky blue. MJ tries to apologize to Peter for what she did to him, but she tried to fight the mind control as good as she could. Peter knows and is just glad MJ didn’t hit anything vital.
Iron Man checks out the back of Sharon’s head, and discovers light-dampening lenses to hide the glow! That means she’s been under someone else’s control the whole time! Felicia wonders who else could be involved in this, but Logan states that halftime is over. He says that, with everyone’s head back to normal, they need to bring it back into the game. The heroes and villains all face each other. Peter puts his mask back on, and corrects Logan that this isn’t a game anymore. He picks up a sword from the floor, and proudly states this is about life and death. MJ is shocked, but Felicia tells MJ to let Peter go. She saw him like this once before and it’s best not to get in Peter’s way when he’s like this. She tells MJ to watch Sharon, and she promises to watch Peter’s back.
As Torch and Sunfire face each other, and Lady Deathstrike faces Wolverine and the other heroes, Spider-Man continues to walk towards the Silver Samurai. He is glad it looks like he gets to kill the little ninja after all. He takes out his swords, and Spider-Man and the Silver Samurai keep on fighting each other for a while. Eventually, Spider-Man manages to stick the sword through the Samurai’s left eye, which is enough to kill him!
In the air, Sunfire tells Torch it’s no use: he can burn hotter and longer than she can. Iron Man flies past Torch and tells her the trick is to cool Sunfire down. She has to use her powers to absorb Sunfire’s flames and snuff him out! Sunfire hits Tony with his flames, causing him to fly into a wall. Torch flies closer to Sunfire and absorbs his flames, just like she was told to do. Sunfire screams and falls down, hitting his head hard on the ground.
Wolverine and Lady Deathstrike continue to fight each other. Logan sticks his claws through Yuriko’s stomach, causing her to bleed. In return, Yuriko sticks her claws into Logan’s right eye! As he growls, Yuriko gets hit from behind by Captain America’s shield. Seeing how stunned Yuriko is by this, Logan takes advantage of the situation and slices her body in half!
The heroes have won the battle, but aren’t too cheerful. They all quietly stare at each other, and MJ helps Sharon up. She finds nine of the Mandarin’s ten rings lying on the floor and picks them up. Tony explains to her that, with the Impact beam still at Stark lab, it means all the rings are accounted for. Sharon still wants to know about the mind control band. She’s ashamed to admit this is all her fault. She thinks she let this happen, and that Nick Fury would never have let things escalate this far. She’s ashamed that most of the heroes are now dead because she took over control from SHIELD and fired Fury. She’s so sorry for this.
Carol gently places her hand on Director Carter’s shoulder, and tells her not to be so hard on herself. She knows Carol wasn’t responsible for all this carnage. The Hand was. And with their assassins now dead, the guilty have been punished. Sharon smiles at Carol, realizing she’s the new Captain America now, and jokes that looking at breasts in Cap’s costume will take some getting used to. A stunned Carol promises she didn’t mean any disrespect. She just found this costume and shield in the trophy room, and thought it would help in the battle against these psychos. She thought it would give her an edge, no matter how stupid that sounds. She only saw this as a one-time deal.
Sharon asks Carol how she would like the idea of being Captain America full-time. Carol thinks about it. Wolverine wants to know where that leaves the rest of them. Spider-Man agrees, adding that they are kind of empty-handed after everything that happens. Not hearing any laughs, he wonders if anyone got the joke. Felicia and MJ angrily slap him on the head. Carol suggests they go and make a team out of this group. She thinks they need to go out there and figure out who’s been pulling the strings this whole time. Someone needs to answer for this. Felicia mentions that some of them aren’t really team players.
Iron Man believes that the world could always use a team of new Avengers. Spider-Man thinks that the term “Survivors” would be more appropriate. Torch jokes they would be more something like “the Magnificent Seven.” Wolverine rather agrees with Stark. He speeches that the fallen will be avenged!
Elsewhere, on a dark, hidden location...
Watching the heroes on a video screen and hearing Wolverine’s statement, a voice laughs at that. He notices Logan still has his sense of humor. He adds this is priceless, wiring his associate with optic video feeds he paid off in spades. Nick Fury believes that, if avenging is what these last heroes want to do with their remaining days, they can be his guests. But he hopes they’ll prepare to get busy though, because there’s a whole lot more death heading their way. He asks Felicia if she agrees with that.
The Black Cat steps out of the shadows, and smiles to Nick that, the sooner she can help Nick get rid of those losers, the happier she will be. Fury asks Felicia if she’s sure the heroes don’t suspect a thing. Felicia gives Nick a kiss, and promises him the Avengers have no idea what they’re in for!