- The Avengers
- President Osborne
- The Invaders
- The Republican Guard
- Cyclops (Corpse)
- The Fantastic Five (All Dead)
- Daredevil (Corpse)
- Hawkeye (Corpse)
- Weapon X
- A CBN Reporter
- New York City civilians, including a man named Fred
- Earth-4400 (Weapon X/Exile Standoff Reality)
- The Presidential Helicopter
A reporter for the news reviews the deaths of all of the United States' heroes in New York City as Hyperion holds Manhattan for ransom.
The Exiles, along with Gambit of Weapon X discuss how they're going to get out of their new mission. The Teams must be whittled down into only 6 people (the rest killed) before anyone will move on. Sadly, there are seven people in the room, and they realize it.
In Manhattan, Spider continues to search the city for either the Exiles or Gambit, since Hyperion is worried about what the Timebroker could be plotting against him. Hyperion orders him to keep searching, which miffs Spidey a bit.
- No problem. I'll just be hanging out here. Looking for the Exiles. In the cold. While you go sit on your fat throne in Times Square.
Morph talks to Illyana, who insists that the easiest way to move on is to kill as many people in the room as possible. Morph talks her out of it, and into the rest of the team's plan. They all split up to have one team hit Hyperion hard, while the other tries to get Nocturne close enough to possess him.
In Times Square, Hyperion is annoyed that the Government is stalling, and begins to group the civilians in groups of 100 (to be killed).
As Nocturne, Sasquatch, and Magik wait for Hyperion to get knocked down, Illyana decides that their plan won't work. She attacks Sasquatch and Nocturne, and teleports directly to Hyperion.
- I'm not here to fight you, Hyperion-- I've come to join you...
She explains that only six need to survive to move on, and he checks to see if she's lying by breaking her neck. He's surprised and delighted to find that she was telling the truth when no new teammates appear. He figures Hulk and Firestar to be expendable, since only seven need to live to stay, and six to leave. He begins to murder them both, starting with Hulk, but Firestar is able to escape and take out The Spider with her last heat blast. Consequently cremating both of their bodies instantly.
Distraught by Magik's death, Morph and Mimic attack Hyperion and Weapon X. . .
- Ah. Two more Exiles I presume? Expecting to fight to the death? Looks like I'm going to the next world after all...
Blink is back! But is her return enough to tip the scales in the Exiles’ battle with a startling new menace??
- In this issue, Morph morphs into: a giant, spiked, flying version of himself.