Galactus decides that, instead of absorbing the energy of Battleworld, he will absorb the energy of Taa II, his homeworld, instead. His homeworld is disintegrated, but suddenly the energy is ripped away from him and streams toward Doombase. Captain Marvel flies there at lightspeed to investigate. She sees Doom in a machine, absorbing Galactus' energy, and tells the heroes via Professor X's telepathy.
Doom gets up and is startled by the new awareness and powers he has gained. He tries to accept the new limitlessness of omniscience and omnipotence. He notices Captain Marvel and freezes her in place. When the telepathic link is cut off, the heroes get in a ship and fly there. On the trip, the X-Men and other heroes argue over the role of Magneto and mutants.
Doom surveys the scene: he sees that the Beyonder's portal is still open, but is his prize now important now that he has Galactus' power? Or, does the Beyonder now sit as the one worthy challenge left for Doom? When Doom followed Galactus into the Beyond-realm in the first issue, his armor analyzed the Beyonder's energies; he now uses that information to make a new weapon against the Beyonder, hidden in his armor's chestplate.
The heroes arrive, but Doom has left. Klaw, now reduced to just a head after having his body turned into Doom's machine, explains where Doom went. The planet is shocked by a mighty tremor as Doom attacks the Beyonder. The heroes consider trying to revive Galactus as their only hope against such powerful foes. As they check around the planet, Colossus sees that Zsaji has been hurt, and tells Johnny Storm, who doesn't care due to his concern over a hurt Reed Richards. This enrages the jealous Colossus, but the fallout from Doom's attack forestalls any further action on his part.
The battle between Doom and the Beyonder sends out enormous energies into our universe, almost snuffing out Battleworld's sun. Doom is starting to lose. He sends a hologram down to the heroes, asking for their power. Magneto almost agrees, but hesitates. The other heroes knock him down, and Doom's hologram disappears. Doom is now helpless and the Beyonder begins to vivisect him. Even in the extreme pain of this procedure, Doom's will is unstoppable. He reaches toward his chestplate.
The heroes release the villains from their cells as the base falls apart. Captain America and Wolverine, who had argued in the ship in the last issue, now come to a position of mutual respect over each other's bravery and initiative.
Suddenly, an enormous figure in the shape of Dr. Doom appears on the planet. The heroes prepare to fight, but then Doom shrinks and tells them the war is over.