Variant: Price & No. in "M", and: Spidey logo below.
The Molecule Man destroys the heroes' base. The villains see the heroes running away at a distance. Titania picks up a huge piece of detritus and throws it at the heroes. Hawkeye blows it in half with an explosive arrow and Iron Man knocks the parts away from them. However, the Molecule Man lifts up a mountain range that "dwarfs the Andes" and drops it on the heroes, seemingly killing them, and the villains rejoice.
Thor tries to persuade the Enchantress to reform, and she pretends to consider it, but they feel the shock of the dropped mountains and return to the heroes' base to find the villains. Thor fights them all, and does well until he is seemingly killed by Ultron. Then Dr. Doom has Ultron kill Kang for his earlier treachery in Issue 1.
The X-Men visit Magneto while the Wasp, who was just playing along to find out Magneto's plans, decides to warn the rest of Avengers.
Meanwhile, the Hulk and Iron Man wedged out a space underneath the mountain and saved the heroes. Mr. Fantastic rigs up a gizmo that lets the Human Torch and Captain Marvel feed their power into Iron Man's repulsor rays, which he uses to knock a hole in the mountain and free them. They find Thor, who was not hurt, and had used lightning to blind the villains while he escaped earlier.
The heroes then find a village of strange alien people, including Zsaji, who has the power to heal them. The Human Torch begins to fall in love with her. Ben Grimm turns back into the Thing. Then Galactus moves his hands, startling them all.