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Thor destroys the Cosmic cube, shattering it into pieces and sending them to the farthest corners of the universe, so that no one entity shall ever again possess it's ultimate power. But his evil brother Loki gathers dust from the cube and begins to clone his own cube, capturing 2 of the X-men and harnessing them to his evil cloning device. When Iron Man learns of the plan he assembles the heroes: Thor, SpiderMan, Wolverine, Black Widow, Bruce Banner and Hawkeye to find the pieces of the scattered cube- it's their only hope to combat Loki and his cloned cube. The heroes split into teams to recover the Cube fractals- but discover that some of their worst enemies have already found the fractals. They must battle their own nemesis for the cube fractals. Bruce Banner and Wolverine go rogue, hoping to reach Loki's lair before the X-men are destroyed. But when all the heroes converge on Loki's lair they discover he's used the clone to transport ALL their worst enemies for a huge, Good VS Evil showdown. Ultimately the Hulk arrives and smashes Loki. The cube is recovered and locked up for safekeeping by Iron Man.