The heroes attack the villains' base. Inside, the Enchantress is getting drunk from despair, after seeing what happened to Doom. Klaw releases the Lizard. The villains stop beating She-Hulk to join the rest of the fight. Spider-Man acquits himself well against the Wrecking Crew and later against Titania, Ben Grimm attempts to take on Absorbing Man but turns human again, He is saved by Julia Carpenter, who knocks out Absorbing Man with his own ball and chain. Hawkeye shoots Piledriver (who has not been too lucky in this series, having had his costume turned to steel by Molecule Man and having been beaten up by She-Hulk) in the arm with an arrow. The Enchantress magically charms the Hulk but cannot do the same to Captain America. He knocks her out with his shield despite her Asgardian physiology (perhaps enabled by her drinking). Volcana protects Reece, but Captain Marvel comes in in energy form and picks him up, opening his wounds by accident. Volcana surrenders so that Reece isn't hurt any more. The Human Torch melts Ultron's insides using his nova flame. They find Doom, but he is totally out of it because of Galactus' treatment. Ben Grimm and Hawkeye arrive at a "meeting of the minds" with the insane Klaw and Lizard by playing patty-cake with them. They also find the severly-injured She-Hulk. Reed Richards puts all of the injured in alien healing chambers, and the rest go in jail cells.
Meanwhile, Colossus finds out that Zsaji managed to heal Wasp after all.
Back at the villains' base, the heroes find a machine that can fix their costumes. After Thor walks into the room with new gear, Spider-Man realizes that he should do the same thing. Hulk informs Spidey about the costume-making machine, but Webhead accidentally uses the wrong machine, and the Black Costume is born! This is the first appearance of the Venom symbiote. It starts as a ball and covers his whole body, in a design he believes might have been influenced by Julia Carpenter's costume. At this point, he doesn't realize that it is anything but a normal new costume.
Suddenly, Professor X informs the Heroes that Galactus is about to devour the planet!!