Continuing from last issue... The Avengers have built a device called the D-Machine, which they hope will allow them to bridge the gap between their world and Arkon's. However, the first test proves unsuccessful and the machine explodes, leaving the Avengers to start over from scratch, much to Quicksilver's irritation. Meanwhile, Goliath is visited by the Black Widow who has returned from yet another mission. She explains to Goliath that she can never see him again.

While on Arkon's world, the Scarlet Witch tries to convince Arkon not to destroy her world, a request that Arkon refuses to grant. He takes her into his castle's prison where he is holding Toad, and the nuclear physicists he kidnapped hostage. There he is using a device to siphon the physicists knowledge of nuclear power in order to build a device -- the atomic sphere -- to destroy the Earth, which they believe will restore the light to Arkon's world.

The Avengers arrive (with the added power of Iron Man and Thor) on Arkon's world and storm his palace and a great battle erupts. However, the Avengers are overwhelmed and they are unable to prevent Arkon from transporting himself and the Scarlet Witch back to Earth. They appear on the Empire State Building where Arkon is about to use the atomic sphere to destroy the Earth, however a number of Avengers arrive to stop him. During the battle, Arkon is stopped when he is contacted by his adviser, who explains to him that Iron Man and Thor (who were among the Avengers who stayed on Arkon's world) created a device that utilized Thor's thunder powers to restore the light to his world. With his world back to normal, Arkon has no desire to destroy the Earth, so he stops his rampage and bids farewell to the Avengers. Before leaving, he tells the Scarlet Witch that he will not force her to marry him, and that their travels between worlds have restored her mutant abilities, before he returns to his home world.

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