Synopsis
This issue is split into 2 halves. 1st we'll visit ruined San Francisco. Then back to the even more ruined New York to pick up with the gang of heroes we saw there last time.
In San Fran a hooded woman is picking through the ruins, avoiding flying Ultron robots. She is accosted by a man with a gun, desperate for anything like food or transport. She turns out to be Black Widow with a shattered eye.
Suddenly the man is shot in the head by semi-costumed Moon Knight from a rooftop. Widow ruthlessly rifles the body for snack bars. Then signals to MK that they should return to their safe house. On the way she sees people randomly blasted to death by Ultrons.
The safe house is a barbershop with a special chair that takes you down to an underground lair, which belonged to (the original) Nick Fury. Notes on the wall suggest it was used during Secret Invasion. Widow thinks they're safe here because Fury never put places like this in the SHIELD database, so Ultron won't find out about it. And they 2 were on a secret mission, so it won't know where they are either.
They wonder what's happening in the rest of the world, especially New York.
Within the crashed SHIELD helicarrier in Central Park a bunch of surviving heroes are gathered.
Last issue Hawkeye rescued Spider-Man, captured by some villains. Maskless Spidey tells them his name is Peter Parker, and he doesn't even know how the world got in this mess. He woke up one morning and there it was (or at least an early stage of the devastation). (Others comment that that's how it happened with them too.) He was swinging through town when a floating figure in a cape hit him with a flash of white. Next thing he knew he was being tortured by Owl and Hammerhead's men, who said they were going to sell him to Ultron.
The other heroes can't understand why Ultron would want to buy Spider-Man. If it wanted him it could go get him itself. Spidey counters that the villains claimed they'd sold heroes to Ultron before.
The others tell Peter that while he was in captivity the whole world has gone incommunicado. And they specifically know that Washington DC is gone completely.
Spider-Man asks if they intend to do anything more than just try to survive. Captain America, with only a shard of his broken shield, finally stirs, and says he's got a plan.