The heroes gathered on Battleworld by the Beyonder have discovered someone spying on them at their camp. When the Torch corners her, the mystery woman introduces herself as Spider-Woman. When the other heroes question how another human they haven't previously met could be on Battleworld, Mister Fantastic theorizes that since the Beyonder constructed Battleworld from planetary fragments, a portion of Earth must have been used. Spider-Woman confirms this by explaining that the entire city of Denver has been brought to Battleworld. When she explains that she has come to help, she shows that she is more than capable by demonstrating her enhanced strength. The other heroes decide to trust her because Dr. Doom has too much raw power to need to plant a spy among them. Suddenly they are attacked by a giant vehicle. When the Wrecker pops out of the port hole, he tosses out the seemingly deceased body of the Wasp before the villains take off. Some heroes try to chase after them, but the vehicle is too fast. Quickly, She-Hulk picks up the Wasp's body and hands it over to their healer, the alien woman known as Zsaji, who tries to use her powers to revive the Wasp but to no avail. The Avengers are furious at the death of their comrade and are ready to rush off and get revenge when Captain America stops them and reminds them of the threat of Galactus, who is still preparing to consume Battleworld. Convincing the other to stay their hand, they begin to plan their next course of action, and all save for She-Hulk, who storms off on her own.

Elsewhere, the X-Men retreat from the active volcanic region. Although they failed to stop a group of villains, Xavier is impressed that they were able to send Titania, Molecule Man, Absorbing Man, and Doctor Octopus packing. However, instead of returning to base, Xavier tells them to follow after their foes while he, Magneto, Storm, and Nightcrawler rendezvous with them. Meanwhile, aboard the villain's craft, they care for the Molecule Man, who was seriously wounded by Wolverine's claws. Seeing Owen's condition from the monitors at Doombase, Volcana rushes to the Enchantress and asks the Asgardian sorceress to teleport her to Owen's side. When Volcana tells Amora that she is willing to do anything, the Enchantress teleports her away, satisfied by this offer. Volcana appears within the ship just as the two containing the X-Men and Magneto attack. During the ensuing battle, Wolverine manages to chop off the Absorbing Man's arm while he is in the form of stone but is burned badly by Volcana. Outnumbered and outgunned, Volcana calls a strategic withdrawal and uses her powers to cover their escape. At that moment, aboard Galactus' ship, Doctor Doom continues to search for something that will allow him to defeat Galactus and the Beyonder. However, his plan to create a distraction by creating volcanic eruptions on the other side of Battleworld has backfired and has succeeded only in alerting Galactus to Doom's presence. Locating the intruder, Galactus uses his power to eject Doom violently from his ship.

Back at Doombase, Doctor Octopus and his crew return, and Volcana beg the Enchantress to save the Molecule Man's life. At first, Amora refuses, but Titania warns that if Owen Reece dies, she will rip out his throat. Elsewhere the Absorbing Man wonders what to do about his severed arm. By holding it in the place where it was cut, he risks changing back to human form and is surprised when his gambit pays off, and his arm reattaches itself. While down below in the dungeon, the members of the Wrecking Crew lock the Lizard in a cell since he cannot be controlled after they seemingly killed the Wasp. Leaving the Lizard to rot, the Wrecking Crew is unaware that Klaw has been secretly watching the entire situation...

Rest of the story...
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