NOTE: This wave is unique as it carries the exact same backer card and the same Sneak Attack sticker, but differs in the sticker that is placed on the bubble. This package variant is by far more rare and replaces the word "RACER" with the word "FLYER". Additionally, the paragraph below which is printed on the back of the card has been altered pretty significantly from the other package style.

The most powerful and evil force the world has ever seen has seized control of the earth's most sinister villains. It is manipulating them to carry out its' diabolical scheme for world domination. The only heroes standing in the way are Spider-Man and the X-Men. These "Heroes Unite" in order to save the earth. It will take their combined power and weapons to defeat the Masters of Evil and save the earth from total annihilation. Only you can help the "Heroes Unite" team win! Bonus "Heroes Unite" sticker badge enclosed! Now you are a part of the team!