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Writer: Jim Shooter
Penciler: Michael Zeck
Inker: John Beatty
Letterer: Joe Rosen
Colorist: Christie Scheele
Editor: Tom DeFalco
Opening this issue, we get our first look at the new Spiderwoman who was brought to the Battleworld with an entire suburb of Denver. She allies with the Heroes, but not without some distrust. The Villains dump the lifeless corpse of the Wasp in the Heroes’ camp. Janet Van Dyne is pronounced dead and even the alien healer Zsaji cannot restore her.
The X-Men, joined by Professor X and Magneto chase the Villains who are retreating from their last battle. Galactus detects Dr. Doom’s infiltration of his ship and forcefully expels him to the planet’s surface. A beaten Doom seems resigned to let Galactus devour the Battleworld.
As the Villains narrowly escape their encounter with the X-Men they return to their headquarters with the severely injured Molecule Man and captive Lizard. Unbeknownst to them, the savage She-Hulk has come to exact revenge for the death of the Wasp. Although she tries here best, the She-Hulk is eventually overwhelmed by the Villains.
Finally, a shaky alliance is forged between the Heroes’ forces (led by Captain America) and the X-men’s team (led by Professor X). With this back up in place, Captain America decides to go after Galactus and the Villains head on!