The horror hit reaches its blood-curdling, skin-eating, gore-caked climax! Machine Man trapped in the Zombie-verse! A.R.M.O.R. overrun by the walking dead! The Marvel Universe mere seconds away from being completely consumed by cannibalistic superhumans! All this, plus - straight from the pages of AVENGERS: THE INITIATIVE - the hottie robot Jocasta!
A new Midnight Sons team is formed in the wake of the Zombie Invasion to keep this kind of thing from never happening again.
Zombie Jackal leads the zombie versions of Leader, Diablo, and Scorpion to find Machine Man's remains. Behind them are zombie Lock Jaw, Black Bolt, and King Pin. As they wait, Black Bolt tells King Pin how he believes the zombie race is better of dead. but King Pin does not care.
Back at the A.R.M.O.R head quarters, Jocasta and the Director arrive back with the blood sample. Jocasta goes to the lab only to find zombie Morbius heading tones of people. Zombies have taken over A.R.M.O.R. Jocasta gets away but ends up getting trapped in the lab and is now holdong the door preventing zombies from getting in but at the same time is being tormented by zombie Wasp.
Back in the zombie universe, Jackal, Diablo, Scorpion and LEader find Machine Man's body which turns out to be a hologram being projected by the real Machine Man who is still alive a burns the four zombies. He almost gets kiled by Speed Demon and Quicksilver but there are running so fast that they don't see the finger bullets being shot by Machine Man. The bullets cut the two cutting them both in half. He gets attacked by Lock Jaw but Machine Man wrangles him and used his dimensional powers to find Jocasta.
Back at A.R.M.O.R. Jocasta kills Wasp and saves to A.R.M.O.R. members from the zombies. Machine Man arrives with Lock Jaw and shots all of the zombies. He then places a bomb in a brain and makes Lock Jaw eat it which causes him to blow up from the inside. All of a sudden Machine man is attacked from behind by the Zombie Morbius and is being beaten up badly. But then the real Morbius stabs him in the heart killing him. He gets hit by the zombie Captain Mexica but is killed by Machine Man. Jocasta runs up to Machine Man and the two share a passionate kiss.
Back in the zombie world the zombies are facing troubles due to the events caused by Machine Man. Doctor Strange makes it rain Manna. Black Bolt eats it. Black Bolt then turns around to find King Pin eating his wife.
Back at A.R.M.O.R. the Director tells Machine Man and Jocasta that it's not over. He is sending Machine Man and Jocasta to SHIELD for another project. But it turns out when the zombies were attacking A.R.M.O.R. something or somebody used the teleporter and sent themselves to random locations. A.R.M.O.R. must bring that thing back before more trouble starts. Morbius then tells the director that he wants to assemble and lead a team in this mission. The director allows it and asks him who is in the team. Morbius responds by saying it takes one to catch one and that the Midnight Sons must return.