Fantastic Four [Mr. Fantastic; Human Torch [Johnny Storm]; The Thing [Ben Grimm]]; Professor X; X-Men [Cyclops; Storm; Wolverine [Logan]; Colossus; Rogue; Nightcrawler]; Captain America [Steve Rogers]; Iron Man [James Rhodes]; She-Hulk [Jennifer Walters]; Thor [Donald Blake]; Wasp [Janet Van Dyne]; Hawkeye [Clint Barton]; Captain Marvel [Monica Rambeau]]; Hulk [Bruce Banner]; Spider-Man [Peter Parker]; Spider-Woman [Julia Carpenter] (introduction); Zsaji; VILLAINS: Dr. Doom; Galactus; Magneto; Dr. Octopus; Lizard; Klaw; Enchantress; Molecule Man [Owen Reece]; Absorbing Man; Wrecker; Thunderball; Piledriver; Bulldozer; Titania; Volcana; Ultron
The heroes meet the new Spider-Woman. The Wrecker and his allies show up and throw the body of the fallen Wasp at our heroes before they take off. Zsaji can do nothing for her as she is dead. Magento and the X-Men battle the bad guys but they escape. Magneto notices that Doom is lurking on his world ship and expels him violently. She-Hulk invades Doombase solo seeking revenge for the death of the Wasp but is outnumbered and beaten badly. The X-Men agree to keep an eye on Galactus who has once again begun his process of eating Battleworld so the Avengers can take off and rescue She-Hulk.