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With their ship destroyed, nothing protects the Guardians of the Globe from the harsh environment of space but Atom Eve's energy barrier. She tries to hold on to it but every second it's up saps her strength. Invincible tells the other fliers to push them closer to the Martian ship so they can get inside and they manage to make it just as Atom Eve's field drops. Once inside the team is met by angry Martians. Seeing Shapesmith, the cause for the release of the Sequids and the imprisonment of the Martians, they almost attack. The Immortal convinces them that teaming up against the enemy would be better than taking out their fury on Shapesmith. After Bulletproof kills a wandering Sequid the rest of them find the heroes and attack. The heroes fight back but they are vastly outnumbered.
On Earth the Lizard League tries to take over a nuclear base. They succeed and get inside, but Shrinking Ray gets in too. Shrinking Ray opens the door from the inside and lets Rex-Splode and Dupli-Kate in to face the League.
Back in space even more Sequids are attacking. Things look hopeless until Robot sets off a device that drives all the aliens back and knocks them out for long enough for Atom Eve to put up a protective dome.
In a mall on Earth, Amber Bennet, Invincible's girlfriend, gets closer to another guy.
In the nuclear base, the Lizard League lays waste to the heroes. Shrinking Ray gets eaten by Komodo, who also kills every copy of Dupli-kate, meaning her death as well. Rex kills the other members of the Lizard League, leaving just him and Komodo left to fight each other. Rex charges up another ball but before he can throw it Komodo bites his hand off. As Rex falls and screams in pain, the ball (in the hand Komodo bit off) explodes, killing the villain. As Rex gets up the cowardly leader of the Lizard League sneaks up behind him and puts a gun to his head.
Meanwhile, the Sequids begin to overpower Atom Eve's forcefield. Inside of it Robot tries to use his armor to create a larger version of the device he used earlier. Being outside the armor leaves him exposed to the Sequids, so when the dome eventually breaks and the aliens come rushing in, things look dire.