Spider-Man finds Mr. Fantastic seriously injured, and takes him back to the Baxter Building. Once there, Reed and Sue compare notes, and Reed deduces how to defeat Gladiator. Meanwhile, the X-Men Gladiator faces are hurting him more than expected, and attacking Captain America, Johnny and Ben when they try to help. They have never fought so ferociously, or exhibited these particular powers before. They soon realize these X-Men are actually Skrulls, and stop holding back. The combined forces of Johnny and Ben easily take out the Skrulls once the true nature of the threat is revealed, and Reed manages to defeat Gladiator, at least long enough to convince him of the truth.