Story: Kurt Busiek
Art: George Perez/Al Vey/Tom Smith
Summary: Dogpile on Nefaria!!! This issue is the penultimate battle between Nefaria and the combined might of the Avengers (plus Cap and She-Hulk) and the Thunderbolts! Our heroes battle tirelessly against Nefaria while trying to save the lives of civilians as well! The teams fight well together with various coordinated attacks and rescue efforts flowing smoothly. Carol even devises an attack of her own utilizing her new buds, Triathlon and She-Hulk. But event he best efforts of Earth's Mightiest Heroes and Former Villains isn't enough to put Nefaria down for the count! (Get it, Nefaria...Count! Ha, I kill me!)
But in dire times, help arrives from an unexpected source. Masque, the clone of Madame Masque who was almost an Avenger steps from the shadows with the Ion Cannon and prepares to blast Nefaria, who destroys her before she gets a shot off. Witnessing her sacrifice, the true Madame Masque leaps forward and blasts Nefaria who appears unaffected by the beam. He proceeds to launch his Ion Bomb into the atmosphere. The bomb explodes but before its energies can bathe the planet, Wonder Man and Atlas fly up and absorb the ion energies. Furious Nefaria tries to stop them, but his own energies are out of control. The Ion Cannon did have an effect and he dissipates as his energies burst out of control. Masque slips away and the Thunderbolts and Avengers talk their wounded ionic teammates and part as allies once more.
NOTES: Once again, evidence of Carol's tactical skill and leadership potential is demonstrated during battle. This issue also reinforces the growing camaraderie among She-Hulk, Triathlon and Warbird.