Alpha Flight takes the insane Roger Bochs to Scramble for healing. Little do they know that Lionel is crazy himself and uses his flesh altering powers to combine himself and Roger into a giant killer called Omega.
Spider-Man [Peter Parker]; GUEST: Kathryn Cushing; VILLAIN: Dr. Octopus
Otto Octavius is undergoing intense psychotherapy but nightmares about Spider-Man cause his arms to break free and return to their master. Spidey gets Ock's shrink to claim he is writing a tell-all book about the villain to draw him out. Spidey and Ock battle but the bad guy gets away.
Avengers [Black Knight [Dane Whitman]; Captain America [Steve Rogers]; Captain Marvel [Monica Rambeau]; Hank Pym (flashback); Hercules; Namor the Sub-Mariner; Wasp [Janet Van Dyne]]; Beyonder (cameo, villain); Dr. Strange (flashback); Edwin Jarvis; Fantastic Four [Invisible Girl; Mr. Fantastic]; Frank Rambeau; Franklin Richards; Maria Rambeau; Yellowjacket [Rita DeMara] (introduction, villain)
The Wasp learns she still retains her wings and can fly even when only shrinking to four feet tall. An unidentified woman steals Hank Pym's Yellowjacket costume and size-changing inventions but is stopped by the Wasp.