Jim Starlin (breakdowns); Joe Rubinstein (finished art)
Thing; Spider-Man; Captain Marvel; Moondragon; Adam Warlock; Gamora; Pip the Troll; Lord Chaos (introduction); Master Order (introduction); Captain America; Iron Man; Thor; Scarlet Witch; Vision; Beast; Thanos
The Thing and Spidey travel to Thanos' huge space ship which he plans on using in conjunction with the Soul Gem to make the sun go nova, thus ending all life in the solar system. Thing is captured and placed in stasis along with the Avengers but Spidey pulls himself together and breaks them all free. As the heroes battle the mad Titan, Spidey is tipped off by Chaos and Order and frees Adam Warlock from the Soul Gem for a final showdown with Thanos.