Taken completely by surprise, the heroes are devastated by the enemy attack, with many falling before the villains’ concussion weapons. The remaining heroes swiftly organize a counter attack and drive off their enemies, taking some prisoner.
Doctor Doom tries to contact the now-recovered Galactus, but the cosmic giant does not even notice him. Doom heads to the villains’ fortress and prepares a surprise for them on their return….
The heroes occupy a nearby city as their base and a search reveals a humane prison section and a healing device which they use to keep their prisoners calm and healthy. Captain America then draws up a strategy for this battle, setting up patrols and a watch system.
Elsewhere, Magneto has established his own fortress, meditating on the sense of destiny he feels….
The fleeing villains return to their base to find Doctor Doom in charge, with Ultron, revived as a mindless machine under his control, serving as enforcer of his commands. The baddies submit to his authority and Doom is especially solicitous of the mild-mannered Molecule Man, easily the most powerful among them due to his ability to affect matter itself. The others do not trust Doom, however.
That night, as the heroes deal with their fears of never seeing loved ones on Earth again, Magneto steals into their headquarters and sabotages their power generation to bring them to him. As the heroes arrive, the villain fights them off and encloses Wasp (the Avengers’ leader) in a ball of metal and makes off with her. Thing attempts to grab the ball back but he suddenly reverts to his Ben Grimm form and Magneto gets away. Another concern of the heroes is that none of the X-Men showed up to fight Magneto. Mr. Fantastic gives them something bigger to worry about: Galactus, standing immobile on a mountaintop, planning some mysterious move….