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Chris, Jessica and Edward are trying to find their way out of The Raft, while the battle between the heroes and villains continues. Spider-Man manages to dispose of Crimson Dynamo, after which Dr. Akatsuki gives his sons the Biocode Installer; the device to give somebody a biocode necessary for releasing people from the DISKs. Since his leg was injured by Crimson Dynamo, he orders his sons to take the installer to safety in order to keep it out of the villains hands. Reluctantly, Akira and Hikaru leave their father behind and follow Spider-Man to the Heliport. On their way there, they run into Chris, Jessica and Edward, who join them.

Tony Stark contacts Nick Fury at the S.H.I.E.L.D. Helicarrier to ask for backup. However, it turns out some of the villains have boarded the Helicarrier so S.H.I.E.L.D. has to deal with them first. At The Raft, Green Goblin and Cottonmouth attack Spider-Man and the kids, so Spider-Man orders the five children to continue without him while he keeps the villains busy. However, when they reach the Heliport, all helicopters turn out to be gone. Meanwhile, the Celebrity Five convince all still imprisoned villains to become Loki’s servants and willingly enter the DISKs. Outside, King Cobra confronts Tony Stark and Iron Man, with Pepper as his hostage. Loki demands the Avengers surrender, or Pepper dies. Thor tries to refuse, so Loki has Wrecker beat up Iron Man (who won’t fight back out of fear for what might happen to Pepper). Loki begins to trap several of the heroes in the DISKs, including Hulk.

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