Reborn in a cloned body, Maelstrom resurrects his dead minions, Gronk, Helio & Phobius in cloned bodies as well, ensuring their loyalty by promising more cloned bodies to extend their lives if needed. While the eastern Avengers roster including a newly rejoining Hercules relax, Captain Marvel learns from her scientist friend, Andre LeClare, that the Earth’s rotation is slowing dangerously, and that the side-effects of this could soon destroy all life on Earth. The western Avengers roster sees one of the early warning signs of this danger when a small earthquake interrupts Hawkeye’s target practice. By this time, eastern chairman, Vision, has consulted the world’s top scientifi c authorities and confirmed LeClare’s analysis so he calls the western roster to inform them regarding the crisis. Their conference call is interrupted by a terrified Captain Marvel, who has flown back to Avengers Mansion in a state of crippling fear after finding Maelstrom’s base and encountering the fear-generating Phobius during a scouting mission seeking the source of the slowed planetary rotation. Tigra offers the badly shaken Captain Marvel encouragement and advice regarding how to overcome his fears. Correctly deducing that the kinetic energy-absorbing Maelstrom is causing the Earth’s slowing rotation, both Avengers rosters head to Maelstrom’s base, where Tigra, Wonder Man, and Starfox subdue the facility’s defenders, Phobius, Helio & Gronk. Maelstrom himself, already grown to giant size using the kinetic energy he has absorbed from slowing Earth’s rotation, holds off the assembled Avengers single-handedly and boasts of how he intends to drain Earth dry and depart in search of other worlds after the planet is destroyed. Tigra pushes a fear-paralyzed Captain Marvel to safety during the fi ght but lands in Maelstrom’s crushing grip herself as a result. Shamed and shocked back to her senses at seeing Tigra in danger, Marvel finally shakes off the effects of Phobius’ power and joins the fi ght. Unable to halt Maelstrom’s power-absorption process, Vision suggests they accelerate it instead. With the energy governor Maelstrom used to regulate his power absorption sabotaged by the Scarlet Witch, Maelstrom starts absorbing power faster than he can convert it into physical mass, causing him to grow larger than the planet within moments without increasing his mass, so his physical density decreases as he grows until he disintegrates and his molecules disperse across the universe. Moments later, Gronk, Helio and Phobius discover their backup clone bodies were destroyed during the battle; terrifi ed of dying again, the villains surrender without a fi ght. Both Avengers rosters later gather for a celebration at Avengers Compound where Wonder Man observes how strangely mellow Vision is becoming, Wasp realizes Starfox’s newly revealed “pleasure power” makes her uncomfortable, and Starfox admits to Captain Marvel that he initially resented her adoption of the Captain Marvel name used by his late friend Mar-Vell, but he tells her he has grown to admire Rambeau so much that he now regards her use of the Captain Marvel name as a fitting tribute to Mar-Vell.