On Earth-2149, Spider-Man reaches Mary Jane Watson and Aunt May to find them safe and sound. When questioned about the current situation, Peter confesses to being bitten by Colonel America. He then succumbs to the Hunger virus, attacking Mary Jane as Aunt May runs into the room in dismay.
Meanwhile, Magneto, on board Asteroid M, feels sorry for bringing the virus to Earth and returns to the planet to help. Nova arrives at the Parker flat to find the zombified Spider-Man devouring the slain Mary Jane and Aunt May and tries to reason with him. At this point Daredevil shows up to explain to Nova what is going on, and that the rules have changed. Daredevil is infected by Zombie Peter in the process.
Aiming to find a cure, Giant Man and Black Panther make their way to his lab. Black Panther realizes Giant Man is infected, but is knocked unconscious by Giant Man before he can do anything. Zombie Giant Man plans to keep Black Panther as a living cadaver to save him the trouble of searching for food when the infection spreads.
Back in the heat of battle, Thor fights against his previous allies including zombified Giant Man. Nova shows up to help Thor in the brawl. The Fantastic Four arrive in their Fantasticar to lead Thor and Nova to the S.H.I.E.L.D. Helicopter where Nick Fury is calling all the remaining superheroes and villains together in an attempt to counter the virus.
Nick Fury informs all that the epicenter of the infection was in New York City specifically Manhattan. The Avengers were first on the scene and as such first to be infected. He also declares that anyone who isn't infected should be considered an ally. Nick Fury puts Iron Man, Hulk, and Mr. Fantastic into researching a cure for the contagion. Fury then assigns everyone else to go out and rescue who they can. Nova protests that the infection is too far gone to be stopped, but is silenced by Fury.
Zombie Giant-Man arrives back at the Avengers Mansion, infected and looking for a new snack in Jarvis. Realizing the other Avengers have beaten him to it, the Zombie Avengers talk about their resolution to give up the fight and accept their new condition. Dr. Doom watches the ongoing fight from his secure fortress at Latveria and refuses to aid Fury in his plans.
Back on the Helicarrier, Mister Fantastic is busy researching a zombie. Sue walks in asking why he is not helping Iron Man and Hulk with their research for a cure, which Mister Fantastic defends by saying that they are approaching the problem from all angles. The Fantastic Four then get in a fight over Mister Fantastic's thoughts that the zombies are like advanced lifeforms.
Fury checks on Iron Man who has decided to build a machine that will teleport them to an alternate universe similar to their own, reasoning that reconstruction would take too long with so many dead even if the virus was stopped immediately. Iron Man hopes to have the machine operational as soon as possible. Back on the ground, the resistance is losing the fight against the zombies, with Wolverine and Nova succumbing to the virus, and have to retreat back to the helicopter.
Mister Fantastic calls the rest of the Fantastic Four to his lab to discuss his findings. Insane, Reed now believes that the infection is evolution and as such has infected the team. Reed then allows them to feed on him and in turn infect him, wanting to experience the change himself.
Just as Iron Man finishes the machine, the Zombified Four burst into the room and infect him. Fury grabs the machine and pulls it into a small room where some of the last remaining heroes have gathered. Realizing that completing the machine will give the zombie population an opportunity to spread their infection to other realities, Fury commands Thor to destroy the machine. The Zombified Four then proceed to slaughter him, while turning the remaining heroes. When asked what will happen next, Reed responds that he shall rebuild the machine and "spread the gospel."
