Spider-Man is desperately attempting to disarm Apocalypse’s Gene Bomb—and failing. Carnage volunteers to enter the bomb and smother the blast—even though it will kill him. The monster asks Spidey to see that a memorial is raised to him in New York City and he goes to his death. Spidey heads outside to take on the evil X-Men—but the evil Avengers arrive at the same time led by Thor who takes on Apocalypse with his axe Jarnbjorn. Amora and Loki flirt as they hatch a plan to halt the madness. Thor clobbers Absorbing Man and is then blasted by Cyclops and Havok together. Loki and Amora confront Thor and lead him into a portal taking them to the moon [This fight is continued in LOKI AGENT OF ASGARD #9].
At Avengers Mansion, a worried Steve Rogers and his son Ian watch the destructive battle on a viewscreen—then they are surprised when Jarvis, believed to have been killed at the end of issue #4, returns with an idea to save the Avengers….
Back at the battle, Kluh, the evil Hulk, mixes it up with Rogue and suddenly Professor X is appealing to Apocalypse to cease fighting. The mutant leader recognizes a plot by the shapeshifting Mystique and sets out to destroy her—only to be halted by the Absorbing Man….
In Latveria, the Scarlet Witch is destroying the capital as Quicksilver and Magneto try to appeal to her good side. Doctor Doom arrives with a secret weapon: Doctor Voodoo. Doom has made a Faustian pact with a demigod to resurrect Voodoo and his spirit brother Daniel, reasoning that only the two voodoo sorcerers are able to stop Wanda. Daniel possesses the Witch….
At the battle Iron Man and Captain America realize that the X-Men do not have the Red Skull and that the Nazi villain is likely still at Avengers Mansion. Iron Man holds off Storm while the new Cap wings his way to the Mansion. He arrives to face an armored Steve Rogers who is ready to fight his former ally for the sake of his archenemy….