Variant: price & # in "M" , and: Spidey logo below.

Magneto releases the Wasp from his magnetic cage. She tracks him down and he proposes a truce; they end up seemingly attracted to each other and kiss.

An enormous storm is raging around the entire planet. It knocks a huge chunk of a mountain down towards the heroes' base, but Thor destroys it. The heroes continue to repair their base after the earlier attack by the villains in the previous issue. The men all miss their significant others. The Hulk begins to lose Banner's intelligence.

The X-Men decide to leave and make their own team with Magneto. Spider-Man overhears and defeats them all, but Professor Xavier erase his memories before he could tell Captain America what had happened.

Magneto, meanwhile, tells Doom that he is not interested in an alliance.

Doctor Doom creates some new Supervillains in the form of Volcana and Titania, using the normal citizens of Denver as guinea pigs. Titania in particular seems to have something to prove, and tries to pick a fight with Absorbing Man, but he doesn't care. Volcana and Molecule Man, on the other hand, strike up a positive relationship.

Thor releases the Enchantress so they can talk as Gods.

The heroes come under a sneak attack by the villains. Titania and Volcana do well alongside their comrades, and the Human Torch, She Hulk, and Spider-Man are hurt. The villains win the battle and release their teammates.