Galactus begins to devour the planet.
The X-Men attempt to forestall him and attack him and his machine. However, even his machine's automatic defenses are too much for them, and nearly kill them in a nuclear-level explosion. Luckily they are shielded by Magneto.
Meanwhile the Avengers and other heroes fly towards the battle. Inside their jet, Spider-Man continues to experiment with his new costume (which much later becomes Venom) and discovers it can shoot organic webs. Reed Richards, who is the pilot, contemplates their situation. He can't understand why Galactus is there in the first place, since he's not a hero or villain like the rest of them.
The other heroes land and attack on Galactus. While they are attacking, Richards suddenly comes to the realization that they must stop, and let Galactus consume Battleworld. If he does, then he will get the Beyonder to take away his hunger, which will save billions of lives in the future.
The other heroes aren't sure about all this, but suddenly Galactus teleports himself, his machine, and Richards into Galactus' ship, Taa II. There Gaalctus mysteriously tells Richards that he is a champion of life, then sends him back.
Dr. Doom, back in the heroes' headquarters, escapes his cell and takes Klaw with him. He has his own plan regarding Galactus, and starts to build a machine using parts of Klaw's body.
Richards, the X-Men, and the other heroes debate Galactus' message to Reed, and what they should do. Captain America insists they must attack, and most of the heroes join him. Richards finally joins in; his desire to see his family again overrules all his other thoughts.
They manage to do some damage to his machine when Galactus flies back up to Taa II. He begins to absorb it, and take its power instead of Battleworld's. Just then, Doom strikes and uses his machine to draw all the power away from Galactus.