As a violent storm rages outside, Magneto releases his "guest" the Wasp from her metal prison. He brought her here to discuss a truce. Meanwhile at the heroes’ citadel, the fury of the storm causes a massive rock to fall toward the building and only Thor can shatter it with the power of Mjolnir as he exults in the unbridled elements. Inside, the heroes assemble technology for Mr. Fantastic to monitor Galactus and the villains’ fortress. Elsewhere in the building, Spider-Man has discovered that the X-Men have established a separate HQ apart from the rest…and are talking about joining Magneto. When Spidey is detected, the mutant heroes attack; he manages to fight them off and escape to tell Reed about the perceived betrayal but suddenly he can’t remember what he was going to say (thanks to the mind manipulation of Professor X). Xavier tells his team that he has discovered a jet that operates by psychic control so they board and head off to Magneto’s fortress. Meanwhile, Magneto has rejected an offer to join Doctor Doom’s team and continues to explain his position to Wasp—and two find themselves attracted to one another….
At Doombase, in exchange for their pledge to serve him, Doom subjects two Earth women to a device that will grant them superpowers (it will later be explained that these women are from a section of Denver, Colorado, drawn from Earth to form part of Battleworld): Marsha Rosenberg gains fiery powers and renames herself Volcana, and her friend Mary "Skeeter" MacPherran becomes the superstrong Titania. The two superwomen are introduced to the rest of the villains; Titania tries to pick a fight with Absorbing Man to test her new strength but the villain doesn’t see the point of fighting before the next day’s battle. Meanwhile, Volcana is attracted to Molecule Man, finding him kindly and sensitive, despite his great power and allegiance to Doom.
At the heroes’ citadel, Thor releases Enchantress from her healing capsule, needing another immortal to talk to. At dawn, Captain America wakes up late because the Hulk, distracted by problems of concentration, failed to alert him. The villains launch their attack, taking them completely by surprise. Several of the heroes are overpowered and the rest retreat to regroup. Doom and his forces declare a victory….