Appearing in "Prisoners of War!"
- Fantastic Four
- Spider-Man (Peter Parker)
- Hulk (Bruce Banner)
- Absorbing Man (Carl Creel)
- Doctor Doom (Victor von Doom)
- Doctor Octopus (Otto Octavius)
- Enchantress (Amora)
- Lizard (Curtis Connors)
- Molecule Man (Owen Reece)
- Wrecking Crew
Races and Species:
- Heroes' Base (First appearance)
- Villains' Base (First appearance)
- Magneto's Base (First appearance)
- Fantastic Four Uniforms
- Wolverine's Suit
- Adamantium (On Logan's claws)
- Captain Marvel's Suit
- Captain America's Uniform and Shield
- Spider-Man's Suit and Web-Shooters
- Cyclops' Visor
- Hawkeye's Suit, Bow and Trick Arrows
- Wasp's Suit and Bio-Synthetic Wings
- Iron Man Armor Model 4
- Magneto's Helmet
- Doctor Doom's Armor
- Doctor Octopus' Tentacles
- Kang Armor
- Wrecker's Crowbar
- Absorbing Man's Ball and Chain
- Alien concussion ray weapons
- Unidentified alien vehicles
Synopsis for "Prisoners of War!"
On the surface of Battleworld, a planet created by Beyonder in the previous issue, the heroes gathered by the Beyonder are attacked by the villains the god-like being brought there as well. The villains, armed with weapons found in a fortress on Battleworld, managed to get the element of surprise and began winning the battle against the heroes. Elsewhere Doctor Doom flies across the landscape recalling the events that brought them here. He manages to find Galactus, who attempted to attack the Beyonder earlier only to be cast down to the surface of Battleworld. Doom attempts to get Galactus' attention, but the world devourer merely rises from the ground and walks off, ignoring the villain as though he were nothing more than a gnat. With his attempt to ally himself with Galactus a complete failure, Doom decides to follow through on his alternate plan. Returning to the massive fortress that the villains had commandeered for themselves before leaving to fight the heroes, Doom blasts past the security defenses and gains access inside where the inert body of Ultron is being stored.
Back at the battle, the heroes manage to regain the upper hand and send the villains in retreat, however, they manage to capture the Enchantress, Kang, Bulldozer, Piledriver, and Thunderball, as prisoners. The heroes then go seeking shelter and find an abandoned fortress for themselves where they can detain their prisoners in stasis. As they are exploring the facility, Colossus notices that Lockheed went missing in battle and thinks about how his girlfriend, Kitty Pride would be upset if they do not return home with the little dragon. After the villains are contained, the heroes begin looking around and are surprised to find the fortress meets their every need but is completely abandoned. Captain America soon calls a meeting together and begins formulating a plan to capture their foes. He sends Thor, the Human Torch, and Iron Man out on patrol while the rest of the group finds lodging and food. Elsewhere on Battleworld, at yet another fortress, the mutant terrorist known as Magneto has found his own base of operations. Watching over the alien landscape before him, Magneto wonders if anyone else feels the same sense of destiny that he does regarding the events which are about to unfold.
Meanwhile, the uncaptured villains return to their hideout to find Doom waiting there for them. Still thinking him a traitor for previously abandoning them instead of fighting the heroes, they are about to attack when they are suddenly blasted aside by Ultron, who has been reactivated and reprogrammed to be loyal to Doctor Doom. Outgunned, the remaining villains have no choice but to follow Doom and allow him to be their leader. Doctor Doom then begins sucking up to the Molecule Man, easily one of the most powerful people out of them all. When Doctor Octopus turns Doom's attention to Galactus, they pull the world devourer up on a monitor screen revealing him to be standing at the top of a peak glowing with energy. Doom assures Octopus that plans are in motion so that they will triumph and orders Octavius to rest. Octopus complies but suspects that Doom will eventually betray them. At that moment, Magneto secretly infiltrates the heroes' base while his opponents are trying to relax. She-Hulk and the Wasp discuss all the things left behind on Earth, while Cyclops and Mister Fantastic lament about being separated from their wives, while Spider-Man and the Torch spend time together. Suddenly, Spider-Man's Spider-Sense goes off, warning him that Magneto is in the power plant of their headquarters. While he web-slings off to confront the threat, the Torch fires off a Fantasti-Flare to summon the rest of the heroes.
When the other heroes arrive, Spider-Man has been subdued and all the heroes combined are less than a match for Magneto. As the Master of Magnetism dumps machinery on them and escapes, the Wasp tries to chase after him. Magneto responds by wrapping her up in metal and taking her prisoner. Getting free, the Thing tries to chase after their foe but suddenly changes back into human form, much to everyone's surprise. Before they can go after Magneto, Captain America calls the rest of the heroes over to the monitor room where he and the Hulk have pulled up an image of Galactus. Cap warns the others that they have bigger concerns to deal with right now.
- As revealed in Deadpool's Secret Secret Wars #1, the mercenary Deadpool was also among the heroes gathered by the Beyonder, but per the fourth issue of that series it was revealed that the Wasp inadvertently used the wish-fulfillment abilities of Battleworld to make everyone forget Deadpool was ever there.
- Lockheed went missing during the battle, but the little dragon reappears later in Marvel Super Heroes Secret Wars #12 with another dragon dubbed Puff.
- Reed points out how the Beyonder "fixed" things such as providing Professor X a wheelchair when they were first abducted last issue. The Beyonder gave Xavier a wheelchair even though Xavier regained the use of his legs in Uncanny X-Men #167.
- Cyclops mentions how he was abducted from his honeymoon. Cyclops had recently married Madelyne Pryor in Uncanny X-Men #175 and left the X-Men to go on his honeymoon in Uncanny X-Men #176.
- The reason why Reed misses his wife is that she is getting close to giving birth to their second child as seen in Fantastic Four #265.
- Ben is worried about his girlfriend Alicia Masters who Ben has been dating consistently since Fantastic Four #9. However, at this point in time he had been spending time between Thing #2-10 reconsidering their relationship.
- The reason why Ben reverts back to human form here is because, as theorized by Reed Richards back in Fantastic Four #245, Ben has always had this ability, the only thing barring him from changing back and forth was a psychological block due to his anxiety over his relationship with Alicia Masters.
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