- Hulk is the strongest one there is!
Appearing in "Nightmare in New Mexico!"
- David Pace (Only in flashback) (Death)
- Ellen Pace (Only in flashback) (Death)
- The "X-Shuttle" (First appearance)
Synopsis for "Nightmare in New Mexico!"
Finding a deserted town in New Mexico, the Hulk decides that is an ideal place to stop and rest for the night. The Hulk wonders why he doesn't see any humans around and why the place smells so bad. He is unaware he is being watched by the Woodgod. In his searches, the Hulk rips open the door of a truck and a dead body falls out. The Hulk, not realizing he's talking to a corpse, attempts to talk to it to no avail. When Woodgod makes his presence known, originally mistaking the Hulk for his father, the Hulk attacks him.
While not far away, the X-Men are giving Spider-Man a lift back to New York following their encounter with the Nest. Along the way, the X-Plane's radar detects some unconventional aircraft heading their way. When the Professor sends Storm and Banshee to investigate they are attacked by the crafts, prompting the X-Men to fight back, destroying the attacking ships. The resulting explosions knock Spider-Man off the X-Plane. However, he is rescued by Banshee. They then pick up a video feed from Major Tremen, who is warning of a breach of the "Quarantine Zone" in Liberty, New Mexico, and see a video feed of the Hulk and Woodgod battling it out. Seeing the potential for a great story for the Bugle, Spider-Man is taken down nearby by the Banshee and the X-Men bid Spider-Man farewell.
As Spider-Man and Banshee travel to Liberty, the Hulk and Woodgod duke it out. In the course of the fight, the Hulk lifts a car in the air, connecting it to a live power line. The resulting electrical jolt causes the Hulk to revert back into Bruce Banner and pass out. The Woodgod is confused by this transformation but gets no information from Banner, and flees when more Dragonfly fighters arrive.
Meanwhile, Banshee takes Spider-Man as close to Liberty as possible before he cannot carry him any farther. With his powers failing, the two drop into some trees and avoid a nasty fall thanks to Spider-Man's quick thinking. Carrying on on his own, Spider-Man arrives just in time to see Woodgod smack away a number of dragonfly fighters, and save the pilots from a crash. They are surprised to see Spider-Man still standing as the area was recently decimated by a powerful nerve gas that should have killed him. When Spider-Man demands to know what's going on, the two soldiers are not forthcoming, and he is then suddenly attacked by Woodgod.
Spider-Man attempts to bind Woodgod with his webbing. However, it proves to be no match for Woodgod's superior strength. To make matters worse, Bruce Banner has awakened and transformed into the Hulk once more. Hulk, remembering Spider-Man from a previous battle decides to stop fighting Woodgod and turn his attention to the Wall-Crawler.
- Woodgod refers to the "Scream," a biological weapon that killed everyone in the town of Liberty in Marvel Premiere #31.
- Cover art: Hulk face by Romita.
- This issue contains the first published John Byrne artwork on the X-Men.
- This issue contains a letters page, Mail It To Team-Up. Letters are published from Fred G. Hembeck, Steve Sayadian, Pete Green, Roy Voss, and Frank Lomenzo.
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- 4 Image(s) from Marvel Team-Up Vol 1 53
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