||HEROES: Mr. Fantastic; Human Torch; The Thing; Professor X; Cyclops; Storm; Colossus; Rogue; Nightcrawler; Captain America; Iron Man [James Rhodes]; She-Hulk; Thor; Wasp; Hawkeye; Captain Marvel II; Hulk; Spider-Man; Spider-Woman II (1st); Zsaji; VILLAINS: Dr. Doom; Galactus; Magneto; Dr. Octopus; Lizard; Klaw; Ultron; Enchantress; Molecule Man; Abomination; Wrecker; Thunderball; Piledriver; Bulldozer; Titania; Volcana
||The heroes invade the bad guy's base in retaliation for the death of the Wasp; They soundly trounce the bad guys and capture most of them; As they return to their base with a badly wounded She-Hulk, they discover that Wasp is not dead but was healed by Zsaji; When Spidey notices that Thor's costume has been restored, he is directed to a machine that spits out a small black ball which quickly covers him and becomes his new costume; Xavier contacts the heroes and tells them that Galactus has begun to eat Battleworld.
||John Beatty; Jack Abel; Mike Esposito
||First chronological appearance of Venom (as new Spider-Man costume). Spidey's new black costume only appears on the last two pages of the story. This issue came out 7 months after ASM #252. Wasp returns from dead.
||in Spider-Man: Birth of Venom (Marvel, 2007 series) #[nn]