Variant: Price & No. in "M", and: Spidey logo below.
The dark shadow at the end of the last issue turns out to be Julia Carpenter, the second Spider-Woman. She was living in a suburb of Denver, which the Beyonder made into part of Battleworld. She wants to join the heroes, but they aren't sure someone with no experience should join them. Then the Wrecking Crew shows up in their tank and throws out the body of the Wasp. They bring her to Zsaji, who says she can't help.
The heroes are now enraged, but Captain America argues that they can't take a chance attacking the villains while Galactus is at work--they may need to strike him at a moment's notice to keep him from consuming the planet. The She-Hulk, however, stalks off.
Wolverine, Rogue, and Cyclops get a message from Professor X, who is setting off in a separate ship with the other X-Men. They are all going to attack the ship with Dr. Octopus, Titania, Absorbing Man, and the wounded Molecule Man, hoping to take advantage of their disarray. The villains are worried that Reese will die, and that Doom will take it out on them. Marsha Rosenberg--Volcana--sees what's happening on their base's screens and asks the Enchantress for help. She agrees, but only if Volcana will pay a price later on. She teleports Volcana to the ship.
The X-Men attack the ship,which crashes. They fight. Professor X is having difficulty, because the Enchantress has still sealed their minds against him; how can he lead without his powers? Wolverine cuts off the Absorbing Man's arm when it is in rock state, and he runs. The villains retreat under the cover of Volcana's fire.
Galactus notices the volcanoes that Cyclops set off last issue, and has to take some time fixing the planet before he can use his machine. However, he also notices that Doom is in his ship, and sends him back to his base. The other villains also return and try to figure out how to heal Reece. Creel manages to fix his cut-off arm by sticking back to the stump and turning back to normal. The Wrecking Crew stick the Lizard in a cell. Then She-Hulk, looking for revenge for the Wasp, breaks in and attacks Bulldozer, and quickly defeats the entire Wrecking Crew. Titania comes in and gives her enough of a fight for the Wrecking Crew to recoup, Doctor Octopus and Absorbing Man show up then they all beat She-Hulk almost to death. Enchantress finds Doom, much the worse for wear after Galactus' treatment.
Colossus finds Zsaji, who passes out; she is coming out of the Wasp's room. The other heroes, not knowing that She-Hulk is gone, still importune Captain America to let them attack, but he is too concerned about Galactus. Then he gets a telepathic message from Professor X--the X-Men will watch Galactus, and the heroes can attack the villains. Captain American agrees, and they get ready to leave.