Spiderman, Cyclops, Marvel Girl and Iceman jump out of the helicopter before it explodes. Marvel Girl is unable to telekinetically concentrate on four of them flying in every direction, to slow everyone’s descent. Spiderman puts on Doctor Octopus’s arms and uses it to grab hold of everyone. Marvel Girl is better able to focus on cushioning their descent, but the arms take the brunt of the impact. They find themselves stranded.
Meanwhile, Molly and Hank explore Dr Jude’s hidden facility and come across rejects from failed experiments, and his journal documenting these experiments. Suddenly, the rejects come to live and scramble out of the facility. The desk phone rings. Hank picks it up and it is Spiderman, calling to let Hank know of their situation, and that Dr Jude had escaped after exploding the helicopter. They need Hank to figure out a way to stop Dr Jude while they keep him occupied. Jean realizes Dr Jude is after the time machine. Spiderman removes the transceiver from the pay phone before taking off with the X-Men towards the school.
Spiderman and Iceman scout the area for Dr Jude. Dr Jude had robots of dead villains created to fool them into thinking that the X-Men’s time machine had malfunctioned, and have them lead him to it, so he can use it. When they find Dr Jude, the remaining robots have also made their way to his location. Spiderman and the X-Men fight the robots while Dr Jude makes his escape.
Hank and Molly find Dr Banner recovering from his fight with the Abomination robot. Hank needs his help to decipher the writing in Dr Jude’s journal.
Meanwhile, Spiderman turns fighting Dr Jude’s robots into a training session on strategic and “creative” attack. Combining their strengths and identifying the robots’ weakness, they take out the robots effortlessly. They device a plan to attack Dr Jude, and Cyclops has Iceman use his powers to “[put] out fires and [prevent] civilian casualties”.
Back at the lab, Dr Banner, Hank and Molly examine the source of Dr Jude’s power to come up with a way to neutralize and contain his gamma-radiation. Hank comes up with a solution that will “syphon the radiation before he uses it”. Now they have to get Dr Jude inside the containment cell.
Spiderman and the X-Men are barely a match for Dr Jude. Dr Jude is bitter because he was once an eminent professor of Gamma Science. When the Hulk and Doctor Octopus came along, gamma radiation was deemed evil because it created monsters and he became outcast. This drove him to use radiation on himself, and when he was able to figure out how to travel back in time, he could get rid of the powerful beings transformed by radiation, and become the sole powerful being. Spiderman uses Dr Jude’s radiation to power the transceiver to call Hank. With that call, Hank is able to pinpoint their location, and the Hulk drops the containment cell on Dr Jude. Dr Jude’s radiation is “converted to mechanical energy”, blasting music from the containment cell. S.H.I.E.L.D. is called in to retrieve Dr Jude.
Scott has a personal conversation with Dr Banner. He wonders why Dr Banner has not killed himself knowing he transforms into a monster and is able to cause harm. Dr Banner tells Scott that despite the harm the Hulk inflicts, Dr Banner is able to do more good to help the world. Scott is afraid of the man he has become in the future, but Dr Banner reassures him that “[he’ll] also be a hero”, and that he’ll just “have to be an even better one” to “atone” for the sins of his future self.
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