Fantastic Four [Mr. Fantastic; Human Torch [Johnny Storm]; The Thing [Ben Grimm]]; Professor X; X-Men [Cyclops; Storm; Colossus; Rogue; Nightcrawler]; Avengers [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]; Zsaji; VILLAINS: Dr. Doom; Galactus; Magneto; Dr. Octopus; Lizard; Klaw; Ultron; Enchantress; Molecule Man [Owen Reece]; Absorbing Man; Wrecker; Thunderball; Piledriver; Bulldozer; Titania; Volcana
The heroes invade the bad guys' base in retaliation for the death of the Wasp. They soundly trounce the bad guys and capture most of them. As they return to their base with a badly wounded She-Hulk, they discover that Wasp is not dead but was healed by Zsaji. When Spidey notices that Thor's costume has been restored, he is directed to a machine that spits out a small black ball which quickly covers him and becomes his new costume. Xavier contacts the heroes and tells them that Galactus has begun to eat Battleworld.
First chronological appearance of Venom (as new Spider-Man costume). Spidey's new black costume only appears on the last two pages of the story. This issue came out 7 months after Amazing Spider-Man #252. Wasp returns from the dead.