With Ravenous, the Centurions and the Annihilation Wave soldiers pressing their attack, the United Front decide to evacuate the planet with Stardust and Red Shift clearing an escape route. As the heroes begin the evacuation, Praxagora delivers the body of the Super Skrull to the United Front's headquarters. She asks the UF's medical doctor, Mari, to find shelter for her friend's body while she helps in the evacuation. Mari takes the body inside. Elsewhere, Nova tells Phyla to take his second-in-command, Peter Quill to safety. Peter protests but still finds time to flirt with Phyla as they run off.

Meanwhile in orbit above Daedalus 5, the Annihilation Wave's fleet of ships prepare for the arrival of Annihilus himself. Suddenly and unexpectedly, Annihilus destroys a large number of his own fleet with the Quantum Bands stolen from Quasar months earlier! The angry master of the Annihilation Wave informs the fleet's captain that he's furious over his fleet's inability to destroy the United Front and instructs him to destroy the planet itself! Annihilus proceeds inside the ship and meets with the awaiting Thanos and demands to know what the mad Titan has discovered about Galactus's cosmic energy.

Thanos explains that Galactus does not apply cosmic energy to biological beings as they believed. He reveals that Galactus's cosmic energy is a lifeforce of its own and replaces the living aura/soul of the being given the power. The recipient's biology then adapts to the new energy force which explains why all of Galactus's heralds are unique in their powers and appearance. In the case of Galactus himself, the energies released when he destroys a planet are absorbed by his own aura and not his physical body directly. The aura then feeds the planet destroyer's biological form. Thanos then informs Annihilus that he has adapted Galactus's own technology to imprison him and strip almost all the energy from his aura into containment units to be used against their enemies. Thanos offers to give Annihilus a demonstration of the weapon's power!

Back on the planet's surface, Mari continues the evacuation of the medical facility. Suddenly, Ronan and Ravenous come crashing through the wall fighting furiously! Mari picks up an energy blaster and fires on Ravenous. Annihilus's elite commander responds by blasting at Mari. Before she is hit, Ronan leaps in front of her and takes the blast squarely in the chest! Mari is thrown back from the force and falls into the table holding the Super Skrull. The impact knocks the table into the medical container used to heal Firelord. As Ravenous prepares to kill the stunned Ronan, the revived Firelord attacks and their fight destroys the medical center!

Meanwhile, Nova, Peter, Phyla and Drax hesitantly recognize the overwhelming numbers they're facing and decide to abandon the planet. Elsewhere on the planet, Gamora is engaged in battle with Terrax. She gains the upper hand as Terrax resists the tiny creatures that Annihilus implanted in him to control his mind. The former herald of Galactus pleads with Nova's lover to kill him before they can regain control. Gamora agrees but is flown into the air by Stardust before she can deliver the killing blow!

Stardust explains that they must leave Daedalus 5 immediately as he senses his former master, Galactus, has arrived and is preparing to consume the planet! Gamora contacts Peter through their communicators and informs him of the situation. Peter tells Gamora that the evacuation has already begun and they will rendevous with her later using their ship's homing beacon. As Nova's group continue racing to the launch bays, they stop to pick up Mari, who had run out of the medical building before it exploded. Suddenly, they hear a voice coming from the debris of the destroyed medical facility and turn to see the alive Super Skrull standing in the rubble! Mari determines that the energies released in the battle between Firelord and Ravenous have somehow revived the shape-changer's body. Nova's just excited to have another super-powered being on their side!

The leaders of the United Front find their way to the escape vehicles where they meet up with Drax's companion, Cammi. As their ship launches towards space, Cammi realizes that Drax is not on the ship! Her protector has chosen to stay behind and fight the Annihilation Wave soldiers in order to buy time for their ship to get to safety. The last thing Cammi and Peter see before leaving the planet is Drax leaping into an overwhelming number of attacking alien insectoids! As the ship escapes into space, Thanos delivers on his offer to Annihilus and fires the Galactus Gun on Daedalus 5! Galactus's former heralds, Red Shift and Stardust, do their best to deflect the energy blast but the planet is destroyed in a burst of titanic energy!

Later aboard their starship, Nova learns that for every person in the United Front saved, a dozen were lost. The war is over and the Front has fallen. By coincidence, the ship's navigational computer has taken them within hailing distance of Earth, Rich Rider and Cammi's homeworld. Inside the ship, Peter tells Rich that Ronan wants to return to the Kree Empire to overthrown the ruling council of the House Fiyero. Ronan won't be alone as the Super Skrull and Praxagora want to join him in his mission. As Peter is delivering his news, Gamora arrives to say she is leaving to continue the war against Annihilus using guerilla tactics since the United Front's forces have been defeated.

After Gamora's departure, Rich and Peter discuss their next move. Rich decides to use his log-unit to warn the Fantastic Four of the approaching Annihilation Wave. The FF's leader, Reed Richards, has a portal to the Negative Zone and Nova concludes they would have the best chance against Annihilus. As he prepares his message, Rich informs Peter of his intent to take the fight to Annihilus and kill him in order to end the war. Later, Nova launches his capsule towards Earth and stands on the observation deck with Ronan. They discuss Earth's chance of survival against the Annihilation Wave when they arrive in three months. Ronan believes Earth's champions will fall while Nova is confident they will have a fighting chance. As they watch the capsule head towards Earth, Ronan expresses his respect for Nova by saying that if Rich were a Kree, he would think of him as a brother. Ronan then leaves for his mission to the Kree Empire with the Super Skrull and Paxagora.