CAP'S HEROES: Captain America [Steve Rogers]; Cable; Falcon; Daredevil; Cloak; Dagger; Patriot; Wiccan; Hulkling; Hawkeye [Kate Bishop]; Stature; Vision; Luke Cage; Hercules; Nighthawk; Night Nurse; Jane Foster; Goliath [Bill Foster](Death); IRON MAN'S HEROES: Iron Man [Tony Stark]; Mr. Fantastic; Invisible Woman; The Thing; Human Torch; Thor Clone; Atlas; Yellowjacket [Hank Pym]; Ms. Marvel [Carol Danvers]; Tigra; Wonder Man; Wasp; Radioactive Man; Doc Samson; SHIELD; CAMEOS: The Watcher; Aunt May Parker; Mary Jane Watson; Franklin Richards; Valeria Richards; Punisher; Happy Hogan; Bullseye; Venom [Mac Gargan]; Lady Deathstrike; Taskmaster; Jester; Jack 'O Lantern; Songbird
Tony's Thor clone cuts through Cap's forces and kills Goliath. It is only through the intervention of the Invisible Woman that Cap and his badly beaten allies are able to teleport away. Some of the heroes on both sides of the Civil War begin to question if they have joined the proper faction. Invisible Woman and the Human Torch split the FF in half by deserting to Cap's resistance. The Thunderbolts are called in.
Fantastic Four [Mr. Fantastic; Invisible Woman; Human Torch; The Thing]; GUESTS: Franklin Richards; Valeria Richards; John Porter [Damage Control]; Anais; VILLAINS: The Thinker; Hydra; CAMEO FLASHBACK: Captain America [Steve Rogers]; Iron Man [Tony Stark]; Goliath [Bill Foster]; Nick Fury
Reed and Johnny meet in a coffee shop to discuss the Civil War. Reed brings the Thinker to the Baxter Building to check his math in calculating the necessity and social outcome of superhuman registration. The Thinker confirms his conclusions but notes that Reed has had to do some truly evil things to prove his theorem. Torch catches up with Ben in Paris and invites him to come back home.