"With Defeat Comes Death!"
Ben and Johnny provide a distraction while Reed and Sue rescue Franklin and escape the castle to get back to the hills where the rebels are hiding. Ben and Johnny are no match for Occulus and his new power, as the tyrant heads out to the hills to crush the Fantastic Four and the rebels. But Reed has a plan as he leads Occulus into his trap and uses Occulus' own power against him to launch him into deep space. With Occulus gone, the FF head home to get Franklin some medical attention. Meanwhile, back in NYC, Alicia finds out one of the reasons why Ben has been avoiding her as she runs into Sharon Ventura, Ben's girlfriend.