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Writer: Jim Shooter
Penciler: Michael Zeck
Inkers: John Beatty/Jack Abel/Mike Esposito
Letterer: Joe Rosen
Colorist: Christie Scheele
Editor: Tom DeFalco
The Heroes resolve to attack in hopes of finding the She-Hulk who went off alone to confront the Villains. Catching them off-guard, they arrive just in time to save the She-Hulk, but the battle is not without effort. The new Spiderwoman proves her loyalty by joining in against the Villains. Unfortunately, the Thing again reverts to his human form while in the grasp of the Absorbing Man. While the Hulk falls under the spell of a drunk Enchantress, Captain America puts her down with a blow from his mighty shield. Other casualties include Piledriver, the Absorbing Man, and Titania who nearly rips Spidermanís costume right off his body. The injured Molecule Man is defended by his love Volcana, but ultimately the Heroes win out. Even Ultron and Dr. Doom (albeit in a weakened state) are captured.
It is then revealed that the Wasp is not dead afterall, but was merely in a state of near-death stasis, rescued by Zsaji the alien healer. Colossus tends to the nearly exhausted Zsaji while the rest of the heroes regroup. Reed Richards repairs Iron Manís armor and the Hulk discovers a machine that can make clothing from the thoughts of the user. Spiderman uses the machine to make himself a new costume. What results is a small black ball that begins to cover Spidey, eventually forming his new black suit (similar to the garb worn by the new Spiderwoman). This, of course, was a momentous occasion for the continuity of the Marvel Universe. This new ďalien costumeĒ would later return to Earth with Spiderman. After developing serious problems with this costume due to its having a mind of its own, Peter Parker makes several attempts to rid himself of the suit. Eventually, he succeeds, but the costume (now known as a symbiote) attaches itself to Eddie Brock to become Venom, one of the most popular Spiderman villains of all time. This same symbiote would also beget the maniac Carnage in an attempt to reproduce, attaching itself to the homicidal maniac, Cletus Kassady.
As this issue ends, all the Villains have been captured and imprisoned. The only threats left are Galactus and the Beyonder himself. Unfortunately, the Beyonder will have to wait as Galactus decides itís dinner time and prepares to devour the Battleworld!