Somewhere in the pocket universe, Terrax is being kept captive by a race called Uru. But not for long. His axe comes to life and frees its master. Terrax mows down the Uru people and claims his victory, but spares the planet.
Meanwhile, Rebel and Iron Man are flying over the People's republic of China. Iron Man tries to comfort Rebel but fails. Rebel tells him that he has only a few more hours to live and will do his best to become a hero. He detects two bogies incoming. A while later, they come face to face with Titanium Man and Crimson Dynamo.
Rebel rams into Titanium Man, keeping him off balance. Iron Man gets a shock from Crimson Dynamo, but turns his own weapon against him. He attaches a disc on Dynamo's armor. Then he goes to rebel's aid. He repeats the procedure with Titanium Man. Then he activates the discs with opposite polarities, which results in Titanium Man and Crimson Dynamo getting thrown away from each other. Rebel gets cross for an instant, but prefers to keep his temper down.
is watching the heroes' moves intently. Iron Man and Rebel cloak themselves from view, and Madame Hydra, Mandarin and another unknown commander get ready for an assault.
Meanwhile, Bruce is working feverishly to change Leonard Samson back to human form. His experiments fail. Bruce tries a desparate gamble. He prepares for a blood transfusion with Samson. But the procedure changes him into the Hulk and things get out of control. Jennifer tries the experiment with herself, and as a result, both she and Samson faint.
Rebel and Iron Man invade the Hydra base. They take out the renegrade soldiers. Rebel capture Madame Hydra, but she falls prey to the wrath of Mandarin. Mandarin disintegrates her flesh. He tries to take Rebel down, but Iron Man intercepts him. Iron Man fires his repulsors at full power and blasts Mandarin.
When the smoke clears, it is revealed that Mandarin is but a mere robot. Iron Man has spent so much power that his biological systems go off-line and he falls down, dead. His last words "does this come out of my payche_" carry a similarity with Rebel's words. Rebel sits down beside his friend, when Dr. Doom comes out and declares himself as the sumpreme designer and controller of Hydra.