Quasar tells them that he has been evacuating 18,600,000 Aakonian colonists from the planet and would welcome their help. Nova introduces their rescuer to Drax which causes Quasar to pull Nova aside and warn him about the company he keeps. Nova tells Quasar that he has an idea of what Drax is capable of but had no choice to save them from Xandar's destruction. Quasar is shocked to hear about the fate of Xandar and asks if they are injured.

After assuring Quasar that they are fine, Nova begins arguing with the WorldMind about their next course of action. The WorldMind is concerned with Rich finding it a safe depository and Nova wants to help the millions of innocent refugees. After telling the artificial intelligence to be quiet, Nova has a conversation with Quasar. The young hero feels that Nova and he can make a difference with their powers. Nova is unsure on how to help the refugees when he couldn't save those on Xandar.

Quasar flies off for a moment to save two evacuating ships from crashing into each other. When he returns, Quasar tries to convince Nova that it is their responsibility to save as many as they can. Drax offers the opinion that they are outmatched and should focus on finding a way to fight and not waste time trying to save the colonists. He also reveals to Quasar that Nova has the entire Nova Force in him but is afraid to use it.

Nova confronts Drax in private about his revelations to Quasar. Drax tells Nova that he is trying to get the Earth hero to face his fears so he can have better control of his power. Further, he says that Nova has to stop complaining and start destroying. Rich says he can fight and Drax challenges him to prove it. Later, Cammi and Drax are discussing Nova. Cammi's protector feels Nova could prove useful to him and it's safer to be near someone with Nova's power level than on their own.

In orbit, the Aakon superheavy warship, Kallis Ateratar, arrives in orbit around Nycos Aristedes. The ship releases a fleet of fighters to escort the refugee ships to small stargates. Quasar informs Nova that it will take approximately five days to get the 119,000 ships to safety. He also mentions that it would only take a few hours if the sole survivor of the Nova Corps were to create a large StarGate that Drax told him he was capable of. The two heroes discuss Drax's role as Nova's mentor. Quasar warns Nova to be careful of Drax's influence. He mentions that he doesn't to have to come after Nova later after he becomes evil. After some bantering, Nova agrees to open a StarGate.

Suddenly, alarms go off as the Annihilation Wave arrives at Nycos Aristedes! Quasar immediately flies off to fight the attackers. After a few moments of hesitation, Nova follows into battle! In orbit, Nova and Quasar begin destroying Annihilus's ships! They coordinate their efforts with Quasar holding off the attacking ships while Nova opens the StarGate. As he gathers gravimetric power to open the gate, the WorldMind begins to communicate with Rich. He begins to argue with the computer system until the WorldMind tells him that he is offering to help him with the portal. A few moments later, Nova successfully opens a massive StarGate!

9.2 light years away, Annihilus detects the StarGate's appearance and orders his ships to go to Nycos Aristedes immediately! As Quasar and Nova continue to battle the alien attackers, their efforts suddenly stop when space errupts in a blinding explosion! The Kallis Ateratar has been attacked and destroyed by the arriving ships of Annihilus with only the two heroes left to stop him!