Synopsis
Last issue the Thunderbolts fought the Squadron Sinister over the Wellspring of Power in a German castle. Eventually their bosses Baron Zemo and the cosmic elder Grandmaster clashed for possession of the Power, and Zemo used his Moonstones to get rid of GM. But Thunderbolt Joystick was secretly working for GM, and she used her staff to disperse the Power worldwide.
The Wellspring is a source of superhuman abilities (which partly explains the number of supercharacters on Earth). Joystick's action has empowered people all over the globe. The army of supervillains that Zemo built for Iron Man and the Registration forces (since their agreement in #103) is sent out to try to keep control. Their actions are being coordinated by the telepathic Overmind (this is the 1st we know of him being co-opted). Later we learn that the world's greatest telepaths (Cable, Dr Strange, Prof X and for some reason Cyclops(?)) have teamed up with Overmind to control panic and stop most people from finding out they have powers.
Dr Octopus is leading a squad in Chicago comprised of Boomerang, Eel, Porcupine, Quicksand, Unicorn, Whirlwind and X-Ray. Bloodstrike, Pretty Persuasions, Smiling Tiger, Texas Twister and a Lava Man(?) are in Los Angeles. Dallas sees Ironclad, Mongoose, Red Ronin and the 3 Beetles, While Tokyo has to make do with Batroc, Bushmaster, King Cobra, Tatterdemalion, Zaran and the Blacklash/Whiplash duo. Sydney gets Aqueduct, Killer Shrike, Ox, Slyde and possibly Snake Marston.
Back in Germany Joystick has unconscious Zemo and most of the Thunderbolts held prisoner by the Wellspring, but Swordsman is on the loose. She tracks him down and shatters the adamantiun-sheathed blade of his sword with her Wellspring-powered staff. (She claims that the miraculous properties of adamantium come from the Wellspring.) Andreas Strucker gets away, but runs into a newly-powered crowd. He replaces his blade with a spare(?) and grips the hilt wrapped in the skin of his dead sister, the touch of which enables their combined mutant ability to emit a force blast.
Joyspring returns to her captives and explains Grandmaster's plan to the ones who are awake (Atlas and Songbird). She worked for GM because he promised her endless thrills out in the universe. He intended to control the Wellspring power, letting people have it at a price. And Janice believes that GM isn't dead (the Elders are very difficult to kill), and the Wellspring is even now using the Moonstones to bring him back.
Overmind mentally contacts Songbird, and we get his interpretation of GM's plot. The Elder expected this chaos, and he intended to step in later and offer to calm everything down in exchange for world domination.
We also see that the Registration (represented by Iron Man and Mr Fantastic) and Resistance (represented by Captain America) forces have both joined the efforts of Zemo's army (as they promised in #104-105). We continue to concentrate on Doc Ock's team as their leader flounders in indecision.
Overmind brings Swordsman into his mental conversation with Songbird. Andreas suggests they help bring Grandmaster back. Melissa figures they'll need Zemo's help, 'cos he's the only 1 who knows where he sent the Elder. Overmind doesn't want to wake Zemo, so he suggests he directs Songbird's hypnotic sub-sonic pitch into Zemo's brain to get him to subconsciously do what they want.
They begin. But Overmind has to take his mind of his other tasks to do it. Bloodstrike and Smiling Tiger start attacking their comrades. (Texas Twister comments that they got their powers from the Wellspring in the 1st place.) The Sydney and Dallas teams are overwhelmed, and Manhattan is awash with supercharacters (when wasn't it?!).
At home crippled Speed Demon wishes for his running power back, and gets hit by lightning (or some such flashy energy). The situation makes strange bedfellows as Resisters Captain America and Daredevil (actually Iron Fist) team up with pro-Registration Yellowjacket (actually a Skrull). Iron Man and Mr Fantastic are on more familiar ground with Wonder Man. And Swordsman uses his sword to draw as much of the Wellspring energy down on himself as possible.
Feedback from that makes Joystick drop her staff. She hears Songbird and Zemo mumbling the same words and realises something is going on, and leaps to strangle Melissa Gold. But she is interrupted by Swordsman sparking with power. Picking up her staff they begin a duel.
Melissa meets her lover Helmut Zemo inside his mind - they are both naked. She tries to persuade him to restore Grandmaster to save the world. But Moonstone/Karla Sofen (equally naked) also pops up (from her coma?) to tell him to take the power for himself and rule the world - he should retrieve Grandmaster but then destroy him completely.
Back in the world Otto Octavius has finally made up his mind, and tells his team to flee - every man for himself. Swordsman breaks Joystick's staff in 2. Overmind tells Songbird it's all falling apart - it's all up to her. Zemo wakes. And Grandmaster returns through the Wellspring conduit.