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Title: Situation: Hopeless!
Writer: Jim Shooter
Penciler: Bob Layton
Inker: John Beatty
Letterer: Joe Rosen
Colorist: Christie Scheele
Editor: Tom DeFalco
The Molecule Man rips apart the remains of the Heroes’ base, but they still manage to escape with their wounded. Not satisfied with anything less than the death of the Heroes, Doom orders his troops to finish the job. Titania lofts a huge building at the Heroes that they barely manage to divert. Ultimately, the Molecule Man decides to finish the game by dropping an entire mountain range on the Heroes. Jarred by the massive commotion, Thor and the Enchantress are alerted to the situation. The Enchantress brings the God of Thunder into the Villains’ camp. They briefly battle and seemingly kill the mighty Thor.
Dr. Doom takes this brief respite as a chance to settle an old score. As retribution for his failed assassination attempt, Doom orders Ultron to vaporize Kang. This demonstration of his power reinforces Doom’s position as absolute leader of the villain team.
Meanwhile, the X-Men make contact with Magneto and his captive, the Wasp. They propose an alliance separate from the hero team. The focus of this new team would be more direct action and the death of the Villains if necessary. Additionally, they resolve to battle the Heroes if they oppose this plan of action. Hearing this, the Wasp reveals that she was just humoring Magneto in an attempt to discover his true plans. She makes her escape and goes to warn the Heroes.
However, buried beneath the mountain range, the Heroes struggle to stay alive. The only thing keeping them from being crushed is the Hulk’s massive strength which holds the mountain range just enough to form a small air pocket. Quickly making use of Hawkeye’s technologically advanced arrows and the circuitry in Spiderman’s webshooters, Reed Richards reconfigures Iron Man’s armor. Channeling the powers of the Human Torch and Captain Marvel, Iron Man blows a hole in the mountain so that the Heroes can escape. Unfortunately, this leaves Hawkeye with no arrows and the Web-Slinger with no webshooters.
While looking for shelter, Captain Marvel discovers a small village of alien life forms. Having no choice, the Heroes regroup in the village which is right under the nose of the world-eater Galactus. In the village we are introduced to the alien healer Zsaji who tends to the injured Heroes. Thor is reunited with the Heroes as he explains the trick he used to escape from the Villains. Back to nearly full strength, the Heroes contemplate their next move. Ben Grimm reverts to his rocky form as the Thing, just as Galactus seems ready to make his move. No one knows what to expect next, but they all fear the worst.