Galactus summons his spaceship to the Battleworld, planning on drain its energy.

Meanwhile, Colossus is thinking about Kitty Pryde, who is still on Earth. Professor X calls the X-Men to see what Galactus is doing.

Molecule Man and Volcana are taking a stroll through their base when they run into the Wrecking Crew and the Absorbing Man. Piledriver makes fun of them. At first Reece wants to ignore them, but then he is pushed over the edge, and turns Piledriver's costume into metal. The other members of the Wrecking Crew immediately turn away and apologize, giving Reece a taste of respect. Doom also sees that Taa II has been summoned. The Enchantress begs him to let her leave, but he says no.

Mr. Fantastic tries to talk to Galactus, and Xavier and Magneto try to penetrate Galactus' mental shields, but to no avail. Magneto causes a mental surge, catching Galactus' notice, and Galactus destroys the X-Men's base and knocks back Richards. Then he sends down one of his punisher robots to attack the heroes. The robot punches Hulk, and paralyzes several others, but Captain America, Thing and Human Torch defeat him. Suddenly the vilains show up and attack the heroes. The X-Men come to help, but Colossus get seriously injured by the Wrecker. Seeing that the combined forces of the main group of heroes plus the X-Men is too powerful, the Enchantress teleports the villains back to their base. The X-Men fly away, leaving Colossus with the other heroes. Zsaji heals him, and he begins to fall in love with her, just like the Human Torch.

Meanwhile, Dr. Doom takes advantage of Galactus' brief attention on the heroes, and flies inside Galactus's spaceship, where he tries to find a way to kill both Galactus and Beyonder.