HMV advertisement for X-Men and Spider-Man DVDs.
- Brian Michael Bendis; Frank Cho
- Frank Cho
- Jason Keith
- Dave Lanphear
- Molly Lazer (Original Assistant Editor); Tom Brevoort (Original Editor); Joe Quesada (Original Editor In Chief)
- Ares; Ant-Man; Black Widow; SHIELD; Ultron; Maria Hill; Wonder Man; Sentry; Ms. Marvel; Wasp; Mr. Fantastic; Iron Man; Spider-Woman
- Ares takes the battle inside Ultron, attempting to carry a virus to the central core. The rest of the Avengers back off to give Ares time. However Sentry is still enrages and continues to fight Ultron causing Ares to bounce around inside. Wonder Man attempts to stop Sentry but is easily knocked away, then Ms. Marvel returns juiced up with the power of a nuclear bomb she punches Sentry. Ares manages to plant the virus and tries to get out. Wasp flies into Ultron as the virus takes hold and manages to get Ares out in time. Iron Man is recovering still only to be confronted by Spider-Woman carrying the body of the Skrull that was impersonating Elektra.
- Reprints: show reprint note before migration
This story runs on from the previous and as such there is no information on the first page.
Subscription advertisement for all the Collector's Editions from Panini (UK).
- Venon; Sentry; Ms. Marvel; Iron Man; Spider-Woman; The Hood; Wolverine
Advertises the upcoming issue.
- Scott Gray
Letters from Lewis Edwards, Bradley Holland, Kevin Perezdiaz, Darren Bobb, Niall Doonan, Steven Roche, Ellen McDaid, Oisin Murphy and Daniel Wheelock. Replies from editor Scott Gray.
Advertises "Drawn To Life: The Next Chapter", a THQ/5th Cell game.