Inside Onslaught's citadel, Franklin Richards tries to wake Professor X. Outside, the Avengers, the Fantastic Four, and the X-Men try to find a way in to rescue their loved ones. Joseph confronts Onslaught and pulls Xavier free of the villain's chest plate, where he is trapped. Unfortunately, this only makes Onslaught stronger, and he causes a massive explosion in the heart of New York City.
Apocalypse and Cable travel to the astral plane to confront Onslaught directly. Invisible Woman comes along to save her son from Onslaught's evil plans for him. Onslaught punts them all out of his fortress easily.
While Giant-Man and Quicksilver hold off the Sentinels, Tony and T'Challa whip up a batch of psychic shields to protect earth's heroes in their ongoing battle with Onslaught.
As New York suffers a total lack of power thanks to Onslaught's EMP blast, the Avengers try to help the citizens cope. Giant-Man and Iron Man arrive with psionic armor to help the Avengers fight Onslaught but they are attacked by Post and Holocaust who try and take it from them. Once the Avengers beat the villains, Onslaught himself shows up to taunt them and the team prepares to battle him once again.