-The issue begins with Spider-man trying to defuse the Anti-Human bomb. Inverted Carnage comes in and sacrifices himself by covering the bomb up with his symbiote (I actually felt for the psycho a bit but I seriously doubt blowing Carnage to bits will stop him).

- The freed Inverted Avengers attack the Inverted X-men. Thor hacks the crap out of Apocalypse with his Celestial killing axe. Loki wakes up the Enchantress and asks for her help to stop Thor from killing Apocalypse and the X-men standing in his way. Thor is about to kill Apoclypse however the Absorbing man tries to stop him but gets smacked into a building.

-Cyclops and Havok team up to take Thor down but he casually bats them away. Loki manages to distract Odinson and leads him into a portal to the moon.

- Steve Rogers and Nomad note that lots of the Avengers are going down and everything is going to crap. Jarvis wakes up and let's Rogers know there's a way to stop the madness.

- The inverted heroes continue their battle with Kluh beating Rogue down and Apocalypse smacking Kluh away. The Absorbing man (who absorbed the properties of Thor's axe) smashes the heck out of Apocalypse.

- Scarlet Witch is completely destroying Latveria and owning Quicksilver and Magneto. Dr Doom appears with DOCTOR VOODOO and they take possession of Wanda's body to get her to stop. Magneto notes that he needs to get the Red Skull's body.

- The battle continues to rage on. Iron man and Falcap are searching for Red Skull but are intercepted by Havok. Iron man blasts Havok away only for them to be attacked by Storm. Iron man tells Falcap to go after Rogers and kill him.

-The issue ends with Falcap finding Rogers wearing Captain America armor with Red Skull.