"Heads Up! This is it!" shouted Cyclops urgently.

As the villains came into view, the heroes could see that they had various futuristic weapons at their disposal, with Kang holding a deadly blaster gun, and two of the wrecking crew, Bulldozer and Piledriver, seated on the control platform of a tall robotic tripod, which had a selection of ferocious cannon-like weapons at their disposal. The other villains were equipped with their own powerful weapons and powers, such as the Absorbing Man with his ball and chain, the Enchantress with her magic, and the Hobgoblin with his glider and pumpkin bombs.

"Avengers Assemble!" called Captain America. "Form a wedge! I'll take the point!"

As the villains charged forwards, Bulldozer aimed one of the tripod's cannons and prepared to fire. But as he pressed his finger on the trigger, Magneto used his magnetic powers to effortlessly crush the nozzle of the cannon shut, causing the deadly energy blast to rebound and blow the weapon up in Bulldozer and Piledriver's faces!

KABOOM!

"Gaah!" the two Wrecking Crew members both cried, as the force of the explosion knocked them backwards and cause them to fall right off the platform.

"Fools!" sneered the Hobgoblin, as he watched the two men fall and crash to the ground in a heap. "You've wasted a golden opportunity to knock the heroes senseless!"

"You are all fools, to challenge a mutant such as I!" said Magneto, as he levitated in the air and glowered scornfully at the villains.

Undeterred, Kang and the Enchantress fired beams of energy at their enemies, but the distraction of Bulldozer and Piledriver getting themselves knocked senseless had given the heroes a chance to regroup and evade the deadly energy blasts.

"Wow! Looks like you were right in persuading us in keeping Magneto around, Spider-Woman!" said Captain Marvel.

"Yeah, if the Wrecking Crew had fired that gun, we'd have been knocked all over the place!" said Spider-Woman, as she grabbed hold of Mary Jane and pulled her out of the path of another energy beam.

"Luckily, their attack is disjointed and undisciplined!" said Captain America, as he proceeded to instruct his troops. "That gives us a chance! Everyone, attack! Take out the guns!"

Seeing the heroes rushing towards them, some of the Wrecking Crew tried desperately to clamber back into the tripod, but it was quickly reduced to flattened scrap metal, courtesy of a huge rock that the Hulk had tossed right on top of it! At the same time, Thor brought his hammer crashing down on another boulder that several of the villains had perched themselves on, smashing it to pieces and sending the evildoers flying! Meanwhile, a brief battle between the Enchantress and the She-Hulk resulted in the evil Asgardian getting knocked out by a single blow from the emerald-coloured Avenger.

"Pah!" scoffed the Hobgoblin, as he watched his comrades quickly getting trashed by the heroes. "If you want something done properly, do it yourself!"

With a maniacal laugh, the Hobgoblin sent several pumpkin bombs flying towards the heroes. Spotting the danger, Cyclops swiftly managed to destroy several of the bombs with his optic-blasts, but one pumpkin managed to evade him and explode, knocking him to the ground. Stunned, but not hurt, he tried scrambling to his feet, but the Hobgoblin was already streaking towards him on his rocket-powered glider.

"Ha ha ha ha ha! You're all mine, X-Man!" gloated the Hobgoblin, as he moved in for the kill.

"Oh no you don't, Hobby!" cried Spider-Woman, as she spotted what was happening. Launching herself upwards, she somersaulted through the air, and sent herself colliding feet first right into the Hobgoblin!

WHAK!

"Oof!" went the Hobgoblin, as he was knocked off his glider and sent sprawling across the rocky terrain, his rocket-powered transport skidding across the ground a short distance away.

"You managed to get away from me before, buster!" said Spider-Woman, as she leapt towards her dazed adversary, recalling how they had fought just a day or two ago at the bottom of the Hudson River. "But this time, you're all mine!"

But before Spider-Woman could ensnare Hobgoblin with her webbing, her spider-sense began blaring again, and she whirled around in time to see Bulldozer charging towards her!

"Wrong, lady! You're mine!" bellowed Bulldozer, as he levelled his armoured head to ram right into her. Reacting fast, Spider-Woman jumped upwards and narrowly avoided getting hit by Bulldozer, who instead crashed right into his teammate, Piledriver, knocking him out cold.

"Ah no! I kayoed Piledriver!" wailed Bulldozer in dismay, as he realised what he had done.

"And believe me, pal, it could not have happened to a nicer person!" chuckled Spider-Woman, as she leapt at him and knocked him out cold with a strong punch to his jaw.

Glancing around, Spider-Woman could see that the battle was just about over, as most of the various other villains had been taken down by her fellow heroes, with a small number making a hasty retreat back the way they came. To her annoyance, she saw that Hobgoblin was with them, having managed to retrieve his glider and slip away in the confusion caused by Bulldozer.

"Hey Cap, should we get after that lot?" she asked Captain America, pointing towards the few escaping baddies.

"No, Spider-Woman, let them go for now," said Captain America. "It's best not to let ourselves get scattered! We've got to consolidate our position, and we have prisoners to worry about."

As the heroes proceeded to secure their unconscious prisoners, Spider-Woman counted up who they had managed to capture. As best as she could tell, the only ones who got away were Hobgoblin, the Lizard, the Absorbing Man, the Wrecker and the Molecule Man.

"Storm! Do some reconnaissance!" ordered Captain America. "See if there's any defensible shelter around here!"

"Very well," obeyed Storm, as she flew off into the distance.

"I will also search," stated Magneto. "I may find a secure location that Storm might miss."

Before anyone could argue, Magneto lifted off and flew away in another direction.

"Hmm... Magnetic repulsion!" observed the Hulk with some interest. "He apparently can 'ride' the lines of the magnetic field encircling most worlds, including this one!"

"Wow! That sure was some fight!" breathed Mary Jane as she came out from the hiding spot where Gwen had put her and looked about the battlefield in a little bewilderment. "I've never been in the middle of a big superpower battle before!"

"Yeah, well I'm just sorry you've ended up in the thick of it, MJ," said Spider-Woman, glad that Mary Jane had managed to avoid getting hurt during the fight. "I just wish I knew why the Beyonder brought you here with the rest of us!"

"There must be some purpose to it," mused Mr Fantastic. "Just as I'm sure there must be some ulterior motive for the Beyonder setting all this up in the first place."

"Maybe the guy just gets kicks out of watching us pound one another," grunted the Thing.

A short while later, both Storm and Magneto returned, having each located a base they felt was suitable for their needs. Since the one Storm found was the nearest, Captain America let her lead the way to their new base. The structure they had found was a gigantic, futuristic-looking citadel with a large dome in the centre, placed on a small island near a beautiful waterfall and a glistening blue lake.

"Golly! Just look at the size of that thing!" said Spider-Woman in awe.

"Yeah, it's bigger than the Pentagon!" agreed Iron Man.

"Bigger than fifty-four and a half pentagons, I'd estimate!" added the Hulk.

As soon as they entered the base, the heroes spent a good couple of hours checking over their futuristic-looking surroundings, in the process finding a detention system where they could secure their prisoners. Once Captain America was satisfied that there was no immediate danger in the vast building, he instructed everyone to meet up in a huge auditorium placed inside the large dome of the base.

"This is a pretty nifty-looking place," commented Spider-Woman as she and Mary Jane sat down near a glass window, giving them a good view of the waterfall cascading down next to them. "I wonder what kind of civilisation built this place?"

"Pity they didn't include a rocket that could get us home," muttered Mary Jane. "But then, I guess that would be too easy, since the Beyonder seems determined to keep us here."

Once everyone was seated, Captain America stood in the centre of a staging platform and addressed everyone:

"We won the first skirmish, but not the war! Not by a long shot."

"So let's go out and win it, already!" snorted Wolverine. "Why are we sitting here?"

"First, Wolverine, because we don't know where all of our foes are!" pointed out Captain America. "It's a big planet! Galactus, Doctor Doom, Ultron, the Molecule Man, Hobgoblin, the Wrecker, the Absorbing Man, and the Lizard are still out there! Any one of them is too dangerous to take lightly. We have an advantage now. Let's not blow it! Now, Professor X has been speaking to me and has a suggestion to make..."

Cap gestured to Professor X, who stood up and addressed the meeting. "Magneto found a second base, currently unoccupied by our enemies. It might be an idea to divide our forces between both bases, which will enable us to cover more ground. The X-Men could occupy the second headquarters and operate independently..."

"Whoa! Hold on a second!" spoke up Hawkeye, a little sharply. "If you guys are thinking of doing a runner, along with your buddy, Magneto..."

"That's enough, Hawkeye!" said Captain America firmly. "I think Xavier's suggestion has some merit. The X-Men are capable of working as a separate team, and it would be in our interests to establish various footholds on this planet. Though perhaps if we sent some kind of liaison with them as well..."

"I'd like to volunteer for that, sir!" Mary Jane suddenly spoke up. "I mean, I'm not much use in a fight, and I'd like to help in some way."

Spider-Woman was a little startled and alarmed by this. "Huh? MJ, are you crazy? You've no idea what might be lurking on this alien world! You could be heading straight into danger!"

"Spidey, I was brought to this planet for some reason, and someone has to keep this lot from falling out over Magneto," said Mary Jane resolutely. "Relax, I'm perfectly capable of taking care of myself."

"I admire your courage and appreciate your volunteering, Ms Watson," said Captain America gratefully. "Very well, you can go with the X-Men and act as middleman between our two teams. There's a travel vehicle here that should get you all to the other base. I suggest you depart at once! Meanwhile, I want Iron Man, the Human Torch and Thor to patrol the perimeter of this fortress in a spiral pattern! Make sure we have a secure area within a one-hundred mile radius. The rest of us will take turns on watch here. I'll need two details: One to check for suitable quarters, and one to find a mess hall, and food if there is any!"

As the various heroes set about their various tasks, the X-Men prepared to depart, along with Mary Jane and Magneto, in a flying transporter that could be operated by Professor X by means of telepathic control. As the mutants proceeded to board the craft, Spider-Woman, who was still a little unhappy about Mary Jane leaving her side, waved farewell, as the redhead went onboard with the mutant team.

"Watch yourself out there, MJ!" called Spider-Woman. "And you X-Men guys better take good care of her."

"Don't worry, Spider-Woman, you have my word that we will endeavour to make sure your friend is kept out of danger," promised Cyclops.

Within minutes, the vehicle had taken off, and as it flew off into the distance, Gwen Stacy watched its dwindling shape through a window with more than a little bit of trepidation.

"Hey, Webs. Are you okay?" asked Captain Marvel, who happened to be nearby and noticed the way Spider-Woman was staring out after the departing X-Men.

"Not really, Monica," sighed Spider-Woman. "It's bad enough being stranded on the final frontier of space, but having MJ stuck in the middle of all this doesn't make things easier. I've already lost so many people I care about, and I don't want her to be put in harm's way too. Besides which, I know I was the one who talked everyone in keeping Magneto around, but I'm not really happy about Mary Jane being left alone with that guy."

"Yeah, it is pretty tough for all of us, but I guess it must be more-so for you," said Rambeau sympathetically. "At least for the rest of us, our friends and loved ones are safely back on Earth. But for what it's worth, I think your friend is a tough cookie, and will be able to look after herself no problem."

"I hope so," said Spider-Woman, a little reassured by Captain Marvel's words. "Anyway, no point moping about it. It's all done now. I guess I'll just have to trust the X-Men to keep her safe."


Elsewhere, the Hobgoblin, Absorbing Man, Wrecker and Molecule Man had finally managed to reach the fortress that they had made their own headquarters just a few hours previously. It was here, prior to their dismal defeat at the hands of the heroes, that the villains had gathered, all too eager to commence battle. But Doctor Doom had tried to talk them out of fighting, arguing that there was a greater power that could be gained from the Beyonder himself. Only the Hobgoblin had been willing to listen to Doom, but the others refused to pay heed, so Doom, in a fit of rage, departed to speak to Reed Richards, only for his vessel to be blasted out of the sky by Kang the Conqueror. Kang subsequently assumed command, and in hindsight, his leadership had proven lacking, considering that he, along with several other villains, were now the heroes' prisoners.

"That was a shambles!" said the Hobgoblin seethingly. "A disorganised and laughable mockery of a fight!"

"Will you stop your whining, gargoyle-face!" snapped the Absorbing Man. "I'm getting sick of it!"

Molecule Man looked behind him anxiously. "They're not still after us, are they? Do any of you see them?"

The Wrecker shook his head. "Nah, we gave them the slip! Relax! There's our little home away from home. We can rest, regroup, and figure our next move!"

"Under whose leadership?" retorted the Hobgoblin, as they headed for the entrance. "Yours? Bah! We need someone with brains for that!"

"Then you are fortunate indeed that I have returned," replied a familiar armoured figure, who had stepped out of the shadows and stood in the open archway. "Greetings! Welcome to Doombase!"

The villains were astounded to see that Doctor Doom was alive and well.

"So! Kang failed to destroy you, Doom!" chuckled the Hobgoblin, as he flew over on his glider.

"Indeed, Goblin," said Doom simply. "And now, this fortress is under my command, as are the rest of you!"

"Get out of the way, rustpot!" sneered Carl 'Crusher' Creel. "Or I'll twist your tin nose off!"

"Wh-what the Absorbing Man means," said the Molecule Man timidly, "is that we'd really like to come inside! We're exhausted! Right, Wrecker?"

"No, he meant what he said!" growled the Wrecker.

"Quiet, you fools!" The Hobgoblin snapped at them, as he hovered next to Doom. "I, for one, wish to hear what the good Doctor has to offer. Earlier, he spoke of us obtaining a power greater our wildest dreams. And the Hobgoblin is always interested in the subject of power and dominance!"

"At least one of you has some vision and a grasp of what is at stake here," said Doom approvingly. "And I would advise you all to follow my commands, if you know what's good for you!"

On cue, a laser blast fired down and struck the ground at Absorbing Man, Wrecker and Molecule Man's feet, causing them to topple over like bowling skittles. As they groggily got up, they looked towards the source of the blast, which had come from a familiar silver robot, perched on top of the entrance archway.

"Ultron!" spluttered the Wrecker, as he took in the sight of the deadly automaton that had earlier been rendered immobile by Galactus, just before the Beyonder had first made his presence known. "You rebuilt Ultron?! He serves you now...?"

There was satisfaction in Doom's voice as he spoke. "Absolutely indestructible; powerful beyond measure; armed with alien energies which even the Absorbing Man cannot absorb, and none of you can endure... He is mine to command! As are you!"

"I am impressed, Doom. You are every bit the robotics genius that I have read about!" said the Hobgoblin, having already decided that it would be in his best interests to play along with Doom, at least for the present.

"Aw! Who gives a hoot!" sighed the Absorbing Man, as he and the others acknowledged defeat. "I need a meal an' sleep! You wanna be in charge, Doom? Okay by me!"

"Then, by all means, enter!" said Doom in satisfaction, as he led the way into the newly-christened Doombase, in which they would plan a devastating counter-offensive against their enemies...


The 'U'-shaped fortress that Magneto had found was sturdy and functional, ideal for the X-Men's base of operations. But the surrounding area was far less appealing than the one where the Avengers' base was, many hundreds of miles away. From one of the observation platforms, Mary Jane gazed out at a truly alien landscape, where the ground seemed to be made of numerous worm-like roots, which covered the area for miles around, with the odd smoking crater poking out. It was a frightening scene to behold, and every now and then, Mary Jane was sure she saw the roots twitch and shake about, as though they were actually alive.

Mary Jane shivered. It had only been a few hours since she and the X-Men had arrived, and already she was wishing she was back with Gwen at the other fortress. But she knew that she had made her decision, and this was no time to get cold feet now. Casting her eyes upwards to the sky, her mind wandered to those she had been forced to leave behind on Earth, like her Aunt Anna, who would probably be getting worried when she eventually realised that her favourite niece was missing.

As Mary Jane dwelt on her thoughts, she almost did not notice that Cyclops had come over to join her.

"Are you all right, Ms Watson?" asked Scott Summers. "You seem lost in thought."

"Hey, call me MJ," smiled Mary Jane, glad of some company. "I was just thinking of some of my friends back on Earth, wondering if I'm ever going to see them again. This whole thing... It's just a bit much, you know. To tell you the truth, the real reason I wanted to tag along with you guys is so that Spider-Woman wouldn't have me around to distract her. If another battle starts, I don't want her to be too busy worrying about keeping me safe, and get herself hurt in process."

"I understand exactly how you feel," said Cyclops sympathetically. "In a situation like this, we need to keep our focus on what's more important, for the sake of the whole universe! But it is not easy. Not one bit. I was in the middle of my honeymoon when I was brought here. I wasn't even wearing my costume, when I vanished, but I arrived in it! I don't know about you, but more than angry or afraid, I feel cheated! I... I was on the verge of real happiness... The worst thing for me is thinking about my wife back home, not knowing what happened to me, whether I'm dead or alive. I..."

Suddenly realising that he was on the verge of letting his own troubles get the better of him, Cyclops turned apologetically to Mary Jane. "Excuse me, MJ. I'm babbling like a fool..."

"That's okay," smiled Mary Jane. "I don't have anyone special for me back home, but I miss my friends just as badly. It helps speaking to someone who's in the same boat, makes it just that little easier to cope with."

"Thanks. I appreciate that," Cyclops smiled back at her, grateful to have someone to share his troubles with.

A thought came to Mary Jane's mind. "Since you mentioned costumes, do you suppose this place has some kind of wardrobe? Only I ought to find something more appropriate to wear if I'm going to help fight a war."

Summers chuckled. "Yes, your everyday clothes aren't exactly ideal for this alien climate, are they? As it happens, we did find some kind of machine for making clothes down on level 12, while we were scoping this base out. As far as I know, you just think into it and it produces any sort of cloth or clothing you want!"

"Terrific!" grinned Mary Jane. "I'll go and try it out now. Thanks!"

It took Mary Jane just a few minutes to find the right room, but as she entered, she realised that she should have first asked Cyclops which of these complex machines was the one she needed. The room was full of alien gizmos, and there were no signs to say which was the one for making clothing.

"Guess I'll just have to pick one of these gizmos and try it out," she sighed. Then it immediately occurred to her that would not be a sensible idea, since she had no clue as to the purpose of these other machines. Press the wrong button on the wrong machine, and she might accidentally blow up the planet, or something equally nasty! Perhaps she should play it safe and...

"Help us."

Startled, Mary Jane whirled around in alarm. She was sure she had heard someone speaking, but there was no-one else in the room. Perhaps it was Professor X contacting her via his mental powers.

"Please. We are alone. So lonely."

No, it was not the Professor, but Mary Jane was certain the faint voice she was hearing was in her mind, talking to her telepathically.

"Who's there?" she demanded, trying her best to sound braver than she actually was feeling. "Where are you?"

"We are caged. Please. Release us."

As the 'voice' spoke, Mary Jane realised that she was not just hearing 'words' in her head. She was also sensing the whatever-it-is' emotions too. A deep sense of desperation and sadness, a longing to belong, to be better than what it currently was, and a desire for... companionship?

Mary Jane's best instincts were to run and warn the X-Men. But something about the pleading tone of the 'voice' made her hesitate. She could not bring herself to just walk out on anyone in need, like she did on her sister all those years ago. So, looking around for the source of the 'voice', she found herself drawn towards one particular machine with a seat and a large dish-like headset, rather like a hair dryer one would find at the hairdressers. Crossing over to the machine, she sat down in front of it, her head directly under the large dish.

"Okay, now what?" asked Mary Jane out-loud, trying to work out how to operate the complex alien machine.

As it transpired, like the rest of the technology in the base, the machine operated by the power of thought alone, and within seconds, it whirled into life, the headset flashing brightly as it picked up the young human's thoughts and responded accordingly. As Mary Jane watched on in wonder at the panel directly before her, a small black blob materialised on top of it.

"Huh? What the heck is this?" said a puzzled Mary Jane, as she picked up the glossy ball, which felt somewhat squishy in her grip. "Some kind of alien toy?"

The 'voice' spoke again, much clearer than before, and Mary Jane somehow knew that it was coming from the ball in her grasp!

"We are free! No longer alone! Thank you!"

There was jubilation and gratitude in the 'voice', and before Mary Jane knew what was happening, the black 'glob' changed shape and spread across her hand, before rapidly working its way up her arm, engulfing it!

"What the heck?!" cried Mary Jane in panic, as the black substance swiftly enveloped her entire body, reforming itself into some kind of costume. The main body of the suit was black in colour, with a large crimson-red spider symbol on the front and the back of Mary Jane's torso. The look of the suit also included thigh-high boots and elbow-length gloves, both crimson in colour, and a mask with lenses that covered her face, but left openings for her mouth and flowing red hair.

"Yowza!" exclaimed the flabbergasted Mary Jane, as she spotted her reflection in a mirror-like panel of one of the alien machines. "I knew that Cyclops said these gizmos could make new clothes, but he said nothing about them being able to think and move by themselves!"

"We are not 'clothing'. Please do not be afraid. We mean no harm. We are Klyntar."

Mary Jane took a very deep breath to calm herself. "Oh boy. I think my life has just gotten a whole load more complicated!"


NEXT TIME: THE TEMPEST