Mr. Fantastic; Hulk [Bruce Banner]; Ben Grimm; Human Torch [Johnny Storm]; Captain America [Steve Rogers]; Spider-Man [Peter Parker]; She-Hulk; Hawkeye; Iron Man [James Rhodes]; Captain Marvel [Monica Rambeau]
HEROES: Mr. Fantastic; Human Torch [Johnny Storm]; The Thing; Professor X; Cyclops; Storm; Wolverine; Colossus; Rogue; Nightcrawler; Captain America [Steve Rogers]; Iron Man [James Rhodes]; She-Hulk; Wasp; Thor; Hawkeye; Captain Marvel [Monica Rambeau]; Hulk [Bruce Banner]; Spider-Man [Peter Parker]; Zsaji (1st); VILLAINS: Dr. Doom; Galactus; Magneto; Dr. Octopus; Kang; Enchantress; Molecule Man; Wrecker; Thunderball; Piledriver; Bulldozer; Titania; Volcana; Absorbing Man; CAMEO FLASHBACK: Kitty Pryde
The villains defeat the heroes in battle, rescue their captured comrades and destroy their base. Trying to impress Volcana, Molecule Man drops a mountain range on our heroes. Thor and the Enchantress return to find the villains victorious and Thor is attacked. The X-Men join forces with Magneto and the Wasp uses the distraction to escape. Torch and Captain Marvel channel their powers through Iron Man and blast themselves out from under the mountain range. They take refuge in an alien village where a woman heals their wounds. The village is right underneath the gaze of Galactus.