The victorious villains detonate explosives, destroying the heroes’ citadel. They spy the heroes regrouping on a nearby plain and Molecule Man exerts his powers to pick up an entire mountain range and drop it on them. Meanwhile, miles away, Thor and the Enchantress are speaking immortal-to-immortal and as she lures him into a kiss, the ground shakes from the impact of the mountain range and they return to find the villains standing over the wreckage of the citadel. Doctor Doom explains the fate of his comrades and demands that Thor, as the last surviving hero, surrender. The Thunder God refuses and attacks against the odds, causing havoc among his foes until Ultron blasts him with a disintegrator beam, leaving only his helmet and shredded cape behind. Their next mission is to wipe out the X-Men but first Doom has some unfinished business: vengeance against Kang, who tried to kill him (issue #1)—so he has Ultron destroy the time-traveling villain.
Elsewhere, the X-Men arrive at Magneto’s fortress, where the Master of Magnetism is playing gracious host to Wasp. Professor X suggests forming an alliance independent of Captain America’s group, and Magneto outlines his plan: rather than a defensive action like Cap and his team, Magneto proposes attacking and destroying the villains, and, if they object, the other heroes. This way they can use the Beyonder’s powers to create a golden age for mutants on Earth. Wasp, who was just playing along with Magneto until she learned his true aims, takes her leave, fighting off the X-Men on the way. Making her way to the landing bay she hijacks a small ship and heads for the heroes’ citadel to warn them; Magneto intends to destroy the ship with her in it, but Professor X stops him, pleading that they must not use such means to further their ends.
But what of the heroes? Beneath the massive mountain range, they are safe, as the Hulk is holding up the entire mountain to provide them a small area of safety. Mr. Fantastic rigs up an energy converter from Spider-Man’s web-shooters so that the power of Captain Marvel and the Human Torch can be channeled into Iron Man’s armor, enabling him to blast his way out. Thor, who escaped from the villains in a flash of lightning while Ultron was trying to disintegrate him, was on the outside trying to smash his way in. Captain Marvel flies off to gather food and medical supplies and discovers a small village inhabited by an alien race. The heroes are brought to the village where at first the inhabitants are afraid of them, but a lovely young woman, the local healer, persuades her comrades to help them. Ben Grimm spontaneously turns back into the Thing, and while Reed is bemoaning their plight, he is shocked to see what Galactus is doing….