At the Doombase, heroes and villains were still fighting with each other. Titania was going to throw a big iron beam on the heroes, but suddenly Spider-Man came and kicked her on butt.
"You know, I had tingling, someone was going to drop a forty ton beam on our head, and here you are," Spidey said, after kicking her.
"Grrrr, Spider-Man," Titania shouted in anger. Spider-Man nodded and asked her to surrender.
It grew the Titania anger, "To a scrawny little runt like you? You're talking to Titania, bug man," She shouted in anger and punched him, but Spidey dodged it easily, while Titania fist broke a hole inside the wall.
Titania continuously focused on hitting and throwing the things on Spider, but he easily dodged it.
Piledriver was going to take a benefit, when Spidey was busy with Titania. But Hawkeye notices him and shoots Piledriver in the arm with an arrow. Ben Grimm then brings Hawkeye towards a place.
While Klaw has already released the Lizard, who confronts Hawkeye and Ben Grimm, "Huh? Aw shoot!" Hawkeye said as he focused to shoot on the Lizard, but he realized his arrows were empty.
"Intrudersss, thisss place is oursss! Intrudersss die!" Lizard shouted and went to fight him.
Iron Man, Reed Richards, Spider Woman and Hulk were going towards a room, then they suddenly hit by the fire, which they dodged. But in front of them Volcana is present, she is saving Owen from getting harmed.
Volcana is easily able to stop the four from advancing, to protect Reece, but Captain Marvel comes in energy form and picks him up, opening his wounds by accident. Volcana surrenders so that Reece isn't hurt any more.
Meanwhile, Titania and Spidey fights are going on, but Spidey was easily able to dodge her and started beating her, while he fired his web on her face.
"You, you stay far away from me, you keep your web away from me, it's not fair, I am surrendering" Titania shouted in fear, she has developed an arachnophobia.
"You talk tough and nastyz when you've got the upper hand, but when you're losing. That's the whining little wimp-ette inside comes spilling out!" Spidey said, as he threw her outside of the Doombase.
At the same time Ben comes inside the Doombase
"All of you stop now," He shouted, making both heroes and villains stop and look towards Ben.
"What happened Ben?" Captain America said, as he was near the Piledriver with the Human Torch. Piledriver was still knocked out on the ground, Hawkeye's arrow was still in his arms.
"Why will we listen to you?" Ultron shouted as he fired the energy beam on Captain and Human Torch.
Ben looked towards him, "One More Ultron, go get it," He said, and the Super Ultron came and turned into a symbiotes like from Ben's suit, and quickly covered Ultron. He stopped on Ultron for a few seconds, before returning back and again he transformed into a suit on Ben's body.
"What happened Captain?" Spidey asked, looking towards Ben's action, he didn't understand.
"Nothing Spidey, just from now on the Ultron didn't exist," Captain answered him, and the heroes and villains noticed that Ultron's Adamantium body had fallen down, and all of his activities had stopped.
Lizard and Klaw quickly surrendered themselves, they didn't understand what happened.
But they knew Ben was dangerous, and the many villains had already been knocked out, so this was the best decision for them.
Captain Marvel has already found She-Hulk unconscious. She brought her, and everyone gathered together.
"Leave for me," Ben said, and release the mana from his hand, and it fell over and She-Hulk recovered her instantly.
"Wow, amazing, you even have this," Captain Marvel said. It seems that just a few seconds ago, She-Hulk was in so much bad state, but now she quickly recovered.
"It's as easy as eating pie," Ben said, then he released his mana on all of the heroes and everyone quickly recovered.
Captain then goes to find the Doom, Captain finds him, but he is totally out of it because of Galactus' treatment.
"Doom? Doom! Whatever happened to him, he's barely alive and, it seems, completely out of it! He's harmless!" Captain said, then Reed Richards puts all of the injured villains in alien healing chambers, and the rest go to jail cells.
They are also amazed by Ben's healing abilities, which Tony asked, he is able to heal the Wasp, because Zsaji is unable to do it. Ben reassured them, he can do this.
"I wish we could have locked the Lizard and Klaw up together! They've become such good friends!" Hawkeye comments.
"Being insane doesn't mean they aren't still dangerous, Hawkeye!" Hulk corrected her, Captain Marvel noticed all of the villains secured in the jail. Thor has also safely locked the Doom.
"Guys, Captain Marvel and I are going to bring the Wasp here, since Ben has promised he will also bring her back!" Hawkeye said and he went with Captain Marvel towards the alien village which was near the Galactus.
And when Captain Marvel and Hawkeye reached the alien's village, they were shocked because Zsaji managed to heal Wasp after all.
"I can't believe it?" Captain Marvel said in a shocked voice, Hawkeye also not able to believe it.
"Janet! You really are you… Alive!" Hawkeye asked.
"Yes, I am alive. Thanks to Zsaji, I Suppose! She must have saved me," Wasp said.
Back at the villains' base, the heroes find a machine that can fix their costumes. After Thor walks into the room with new gear, Spider-Man is amazed to see him in new clothes.
"Hey Thor! Your cape's back, and your hat! But how? Unless, you've got a haberdasher who makes a fortress call," Spidey asked him.
"It was the Hulk's doing, using a wondrous device he discovered," Thor replied.
"It's in there, Spider-Man! You just think into it and it produces any sort of cloth or clothing you want!" Hulk pointed towards the device in a room, which is the costume-making machine.
"Great! New threads without stabbing my thumb with a needle! Thanks!" Spidey thanks the Hulk and goes inside it. But there were many devices and he was a little bit confused, then he used a different machine, and concentrated on forming a suit.
There one black substance got in his hand, "Huh? What the heck is that? And why is it making my spider sense tingle?" Spidey was confused, he tried to throw the black substance, but it started covering Spidey's arm.
And the black substance quickly covered all of the Spidey and formed into a newly Black Costume. It was a different feeling but Spidey found it amazing.
Starts as a ball and covers his whole body, in a design he believes might have been influenced by Julia Carpenter's costume. At this point, he doesn't realize that it is anything but a normal new costume.
Several miles away, in a sleek skycraft resting atop a craggy mountain ledge, Charles Xavier and his X-Men, and Magneto, keep a tense vigil. They were looking over the Galactus activity, and didn't know what the Galactus wanted to do.
But suddenly, Professor X found Galactus's plan, and he informs the heroes that Galactus is about to devour the planet!
Cyclops was shocked to know Galactus is going to devour the planet. The X-Men attempt to forestall the Galactus and attack him and his machine.
However, even his machine's automatic defenses are too much for them, and nearly kill them in a nuclear-level explosion. Luckily they are shielded by Magneto.
Back at the village, Captain Marvel, Hawkeye and Wasp were shocked to see the explosion.
"Holee, that was like a baby nuke! I wondered what happened?" Hawkeye shouted.
"I don't know, but if that was the X-Men up there, they're dead for sure!" Captain Marvel guesses.
"Should we head up there now?" Wasp asked, but Hawkeye stopped her and waited for Captain America's command, till they came.
From the Doombase, Avengers, Fantastic Four and all the heroes go towards the scene, where Galactus is.
But Ben didn't go with them, because the Beyonder was missing till now, so Ben's focused on the Beyonder not the Galactus.
The Avengers and other heroes fly towards the battle Inside their jet, Thor was upset that he can't fit on the chair. While Hulk was upset that he is losing his human side, and didn't know till when he was able to control his senses.
Johnny Storm was enjoying himself, while Ben Grimm was upset, he didn't know what was going to happen to him, but then he turned into The Thing again.
While Iron Man is flirting with Spider Woman and complimenting her nice legs. While Spider-Man continues to experiment with his new costume and discovers it can shoot organic webs.
He fired some webs on the Human Torch, "I am ain't wonderful?" He asked her
"You fruitcake! Watch, what are you doing!" Human Torch asked him, while he tried to burn the web, but he was shocked, the new web is harder to burn than Spidey old webbing. Spidey also shows, his costume can shift and change.