While a storm rages across Battleworld, the Wasp cozies up to her captor, Magneto. The Hulk secretly fears that his intellect is fading. Spider-Man overhears the X-Men planning to leave and join Magneto and whips the mutants good until Xavier wipes his memory. With their forces dwindled, Doom creates two new allies for the coming war. Thor revives the Enchantress and the two head off to chat. When dawn breaks, the Hulk drops the ball on sentry duty and the heroes are unprepared for an assault on their base by the villains who quickly gain the upper hand.