As Galactus begins to drain the energy from Battleworld to feed his own insatiable hunger, the X-Men assault him atop his mountain fastness. The god-like alien’s defenses are formidable so the X-Men make no headway. Meanwhile, the other heroes, summoned by Professor X, are en route from Doombase. On the journey, Hulk despairs over his decreasing intelligence, Ben Grimm returns to his Thing form, Jim Rhodes vows to prove himself as the new Iron Man, Spider-Man shows off his new black costume, and Reed Richards despairs of seeing his wife and children ever again. Arriving at the mountain, they join in the fight against Galactus and Iron Man manages to penetrate the defenses and damage his energy-draining device. Reed then startles everyone by pleading with them to not stop Galactus: if he wins the battle, he will achieve the goal of being freed from his hunger resulting in countless worlds being saved. Suddenly Reed vanishes along with Galactus and he finds himself in an audience with the alien aboard his ship; Galactus has a message for him….
Meanwhile, at Doombase, Doctor Doom has recovered from his injuries and releases Klaw from his prison to be dissected as part of his scheme….
Reed returns to the heroes and explains the situation: if they agree to sacrifice themselves and die so Galactus can "win" the contest and be freed of his hunger, countless worlds will be saved (exactly as Reed explained several pages earlier). The other two FF members side with him, but the majority of the heroes prefer to fight to stop Galactus the good old-fashioned way. The assault on their target does not go well, even when they are joined by Reed, who decided that he would like to see his family again. Galactus makes to abandon his device and depart and Reed warns them not to let the alien escape. The machine does not give Galactus the ability to absorb energy but merely makes it more convenient, therefore Galactus is still a threat. The alien ascends to his ship (as there is really nothing anyone can do to stop him) and proceeds to devour his own ship, to gain the strength to begin on the planet….
But at Doombase, Doom has converted the solidified sound that was Klaw into a series of lenses designed to absorb the released energy into himself….