Variant: Price & No. in "M". and Spidey logo below.
Doom tells the heroes that the Beyonder is dead, and that he now has his power, and is the mightiest being in existence. He wants to talk. The villains, released from their cells, watch, unsure of what's going on. Titania's will is crushed, after being beaten by Spider-Man. The Molecule Man, however, is angry, feeling that Doom has betrayed them, and he rips up an enormous section of the planet's crust, separating them from the others. He prepares to attack Doom, but instead Doom open's Reece's mind, allowing him to see that he has been subconsciously limiting himself. He always thought he could only control inorganic molecules, but in fact he can control all matter and energy. By removing the block, and erasing his self-doubt, self-hate, and fear, the Molecule Man now becomes the second most powerful being in the universe. He collects all the other villains, telling them that he is their new leader, and they all fly away to Volcana's old apartment in the suburb of Denver that was made into part of Battleworld. Reece puts a shield around the city and flies it into space.
The heroes fly down to the ruins of the villains' old base to regroup. Colossus leaves to find out what happened to Zsaji. A glowing light awakens the Hulk and makes him start prowling the corridors. He runs into Spider-Woman, and the light transfers to her. She is looking for Klaw, but then another, brighter light stops her. The other heroes come in, and she tells then that Doom came in, reassembled Klaw, and took him away, leaving a message scrawled in the wall, summoning them to the "Tower of Doom"--a two-hundred-mile-high edifice which suddenly appears nearby.
Klaw and Doom talk; Doom explains that he cannot sleep, or his power will go wild.
Colossus finds Zsaji and they are happy together. The other X-Men, realizing where he has gone, are unsure about what this means, since he used to be in a relationship with Kitty Pryde.
The heroes go to the Tower of Doom. He offers to set aright the problems he has caused, and revives Kang and sends him back to his own time. He says that Galactus has been found and helped by Nova. He offers the heroes all a boon, but they say no and leave. They realize Spider-Woman isn't with them, and Captain America goes back to find her. Doom has Klaw look for her, and he talks with Captain America. He says his next plan is to free his mother's soul from Mephisto. Meanwhile, Spider-Woman catches Klaw in a psychic web and the glowing light transfers from her to him. Captain American leaves with Spider-Woman.
All the heroes reconvene to discuss the situation. Professor X recalls Colossus to meet with them as well. Captain America explains that he thinks they cannot trust Doom, even though he seems beneficent. Everyone votes to attack Doom. COlossus is last, since he has just now found peace with Zsaji. When he says yes, they are immediately destroyed by a bolt from the sky.