Having convinced the Lava Men that their battle was the result of a misunderstanding and having seen the subterranean on their way home, the Avengers offer Spider-Man a position as a member-in-training. Immediately, another emergency threatens, as the four escapees, Moonstone, Blackout, Electro, and the Rhino take over the nuclear research facility. Blackout erects a wall of ebony force which proves impenetrable until the Scarlet Witch's hex power destroys it.

Then, while the Avengers and Spider-Man battle the other three villains, Moonstone sets the reactor core to destruct. Spider-Man's scientific knowledge and Captain Marvel's energy powers combine to shut down the reactor just in time, but Moonstone and Blackout manage to escape. Back at the mansion, Spider-Man is having second thoughts about his prospective membership when the government, citing him as a major security risk, forbids the Avengers to enlist him. -LCG

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