Synopsis
Ultimate Nick Fury and Marvel Maria Hill bring the SHIELD helicarrier to Avengers/Stark Tower to search for the 2 Tony Starks and the Marvel Bruce Banner they sprang from SHIELD custody last issue. They send Marvel Black Widow, Captain America (Sam Wilson), Spider-Man and Vision and Ultimate Captain America (Steve Rogers), Hawkeye, Human Torch, Invisible Woman and Thing to arrest them.
Outside the Tower they are greeted by a host of various Iron Man armours controlled by the Marvel Stark. The team start taking out the Iron Men too easily, and Ultimate Cap realises it's just a delaying tactic. As Fury arrives leading a SHIELD armoured Hulkbuster Squad, the 1963-64 armour (the 1st slim 1 - red & gold with a faceplate that came to points above the eyes) continues to stall them with Tony's chatter. Marvel Tony rejects Ultimate Fury's juridiction over him.
Meanwhile in Brooklyn Ultimate Bombshell is threatened by Ultimate Punisher, who has just killed the Marvel Wrecking Crew (last issue). He's on a killing spree against all super-characters, and rejects her defence that she's a good guy. Her energy blasts mean that Punny is only able to graze her head with a bullet. Then Ultimate Cloak and Dagger come to the rescue. But Punisher astonishes Cloak by fighting his way out of the dark dimension inside his cloak, and escapes.
But then Ultimate Iron Man arrives to recruit them.
Cut to Dr Doom's castle in Doomstadt where Valeria Richards is reporting as the leader of the Science Foundation. She's worried about the Manhattan Zone where a dimensional anomaly has stuck the 2 sets of heroes together. In #2 Doom had sent some of his Thor Corps to warn them (especially Marvel Iron Man) not to try to alter their situation. Valeria has info that the Starks and Banner have disobeyed him and may have figured out how to open a dimensional rift. And tempers are flaring between the 2 sides.
As VR says all this we see the 2 Tony's arguing about what they should do with their research results. Ultimate T wants to hand it over to Dr Doom - Doom will find out what they've been doing anyway, and this is the only way to appease him. Marvel T thinks Doom will just punish them for their disobediance, and their only chance is to use the rift before Doom gets to them. They part angrily.
Valeria asks Doom why he set this situation up. He declines to answer and says he won't interfere - he'll let events play themselves out.
We see the hordes of Marvel and Ultimate heroes arrayed in final battle. They've split according to origin - so allies at the beginning of this issue are now in opposition. At last we've reached the opening scene of #1, with Ultimate Punisher taking aim at all of them. But Old Man Logan seems to be lurking independently. And Ultimate Spider-Man (Miles Morales) swings in on the last page.