The four “heroes” (Doom, Ravage, Spider-Man and the Punisher) are attacked by the Berserkers, genetically engineered warriors of very limited intelligence. While they are fighting, Doom explains to them how they can save Valhalla. Ravage and Doom will go to the anti-grav chamber and use one of Doom’s devices to stabilize the city. Doom reveals that he knows the Punisher’s civilian identity, but when he wants to explain to Spider-Man and Punisher what they should do, a hologram of Avatarr appears and laughs at Doom’s “team“. Ravage attacks the hologram, giving Doom the opportunity to scramble Avatarr’s transmission.
Doom wants to know what weapons the Punisher has with him. The Punisher, in turn, shows him his complete arsenal. Their plan is as follows: Spider-Man and the Punisher will go after the Aesir and try and stop them. Meanwhile, Ravage and Doom will try to fix the generators. The action starts when Heimdall and Baldur show up and attack the heroes. The Punisher thinks to himself how his brother was named Baldur and how these false gods are on the same side as the man who killed Jake Gallow‘s girlfriend. Punisher notices that the battle isn’t going too well, so he takes out a plasma gas cannon. However, the Jake Gallows identity within him tries to convince him not to murder the Aesir, since he was brought up as a Thorist. Punisher is now in a daze, mentally fighting with his alternate personality. Spider-Man notices this and acts quickly; he hits him and the Punisher snaps out of it. The Punisher is back to his old self and shoots both gods, killing them instantly.
In the generator room, Ravage and Doom succeed in repairing the anti-grav system, but Thor enters and destroys the generators. He was following Avatarr’s orders. Somehow Thor passes Spider-Man and the Punisher on his way out. Doom shouts at the Punisher telling him that he should take Thor’s hammer and throw it into the vortex to reboot the city’s power.
At the same time, the Punisher recognizes Thor as his reverend Cecil McAdam. He tells the reverend that he’s really Jake Gallows, which confuses him. While Thor is distracted Spider-Man hits him in the back, providing the Punisher with the chance to grab his hammer and reboot Valhalla. An explosion occurs and Thor is blown away.
Avatarr reappears and angrily shows the Punisher a hologram of how he is going to be killed with his own molecular disintegrator. Spider-Man and the Punisher can do nothing to stop Doom from claiming Valhalla and they watch as he makes off with the floating city.