Dr Doom seeks to destroy the Allies for Peace (the X-Men), to take revenge for his humiliation. With his new machines the Emotion Charger, Dr Doom intends to control and enhance the powers of a team of supervillains to take out the Allies for Peace.
The Moleman and his subterraneans launch an attack during the dedication ceremony at the Peace Building. Professor X calls out to his students to fight the Moleman. They quickly defeat the Moleman and send him and his subterraneans back underground.
Angered that the Moleman had failed, Dr Doom summons more adversaries from the “past, present and future” to battle the Allies. Attuma, a nemesis of Prince Namor, seizes the opportunity to attack and conquer the human race. The Allies are joined by the Avengers as they battle to save the city. The superheroes drive Attuma and his men back into the ocean and defeat the other.
Dr Doom approaches Prince Namor about his plans to conquer the human race and offers to become his ally. Dr Doom gives Namor a powerful magnetic weapon, the Grabber, to aid in his quest to defeat their “mutual enemies”. Namor hides the weapon and brings it into the Peace Building. He approaches the Allies and the Avengers under the guise of an offer of friendship. Professor X suspects Namor of having an ulterior motive.
Suddenly, the Peace Building is dislodged from the ground and starts floating into the sky. Once the building reaches the “upper atmosphere” all those in the building will die from lack of oxygen. Namor reveals that he is working with Dr Doom. But Dr Doom had tricked Namor into setting the trap for the Allies and the Avengers for him. Dr Doom intended to get rid of Namor as well so he can rule the entire world himself.
Betrayed, Namor agrees to help the Allies and Avengers defeat Dr Doom. As Dr Doom sends the building towards the sun, Namor replenishes his powers by diving into the building’s water tank. At this time, elsewhere in the universe, a comet collides with a dead star, resulting in a meteor shower heading in their direction. Namor plans to hop across the meteorites to get to Dr Doom’s spacecraft. With Dr Doom defeated, Namor helps to return the Peace Building back to Earth. He also agrees to live harmoniously with the human race from now on.