As the Fantastic Four stand surrounded by a civilization of Skrulls, the Things looks to the sky and wonders what the dark specs coming their way are. Storm sees them as well, and agrees they don’t look good. From the sky fall the Power Cosmic wielding zombie heroes.
As the Fantastic Four are distracted by this new threat, the Bug that they inadvertently brought to this world attacks the Thing. The Skrulls watch and debate the meaning of all this. Some believe the Fantastic Four are but the first wave. Storm and the Human Torch attack the bug and agree that things are getting grim. As Ben pulls himself out of the hole the bug smashed him into, the Black Panther informs him they’ll try to use King Solomon’s Frogs to escape once again. Ben is something more than skeptical.
At the Skrulls Military Command Post, their general surveys what he believes to be an invasion. An underling informs him that the energy signature looks to be that of Galactus. As they match the signature to the visual, they realize that these creature bare a striking resemblance to some of Earth’s heroes, but appear to be decayed and dismembered. The general initiates the highest threat level and begins the Galactus Protocols.
From above the zombie heroes fly down toward the base thinking about how their feast of Skrulls will soon taste. As the begin to bicker, Spider-Man is the first to realize the force field the Skrulls put up as he slams into it. The other dead heroes immediately find that hilarious.
The Fantastic Four continue their battle against the bug. The Thing slams a large boulder into it and knocks it down. The Black Panther tries to get them all together to teleport away, when they notice a fleet of space crafts hovering above their heads. They quickly realize there’s something else going on.
The zombie Wolverine digs his claws into the force field wondering if the Skrulls don’t realize they have the power of Galactus after they ate him. Zombie Luke Cage reaches into the tear and uses his enhanced strength to pull a hole apart in the field. From inside the command outpost, the general demands they take action and fire the missiles. The zombies take care of the missiles with a group effort of coordinated blasts. As they move through the smoke the zombie Iron Man explains that it has been a long time between feedings. If they don’t eat soon, they may not be strong enough to maintain a large attack.
The Fantastic Four are forced to continue their attack on the bug as well as fighting the hostile Skrulls that have begun attacking them and the space crafts. When the Skrulls begin to flee and leave the Fantastic Four alone, they are able to concentrate their efforts on the bug. Suddenly the zombie Iron Man lunges from behind the bug and bites into it surprising all of them. The Fantastic Four look on shocked and disgusted as the zombie Luke Cage joins in. The Black Panther realizes something is very wrong and teleports them away just as the zombie Hulk smashes down on the spot they were just occupying.
The four reappear below ground in a cavern, once again, high in the air. As Johnny flames on, Storm catches T’Challa and attempts to use the wind to catch Ben, but isn’t fast enough. As Ben recovers from the fall, the Black Panther asks the Human Torch to illuminate the cavern so they can see what they’re dealing with. Meanwhile Ben starts to think that the frogs keep purposely dropping him.
The Black Panther ponders that thought and wonders if the frogs are merely pretending not to be sentient. Ben agrees that the frogs are playing them. The Human Torch flies and explores the cavern looking for Skrulls or zombies. Suddenly he slams into an unseen force. He bounces back painfully and loses his flame. When he looks up, he’s astonished to see Lyja standing before him.
Ben is confused as he sees what appears to be Mr. Fantasic wrapping himself around Black Panther. A hand similar to his own comes out of nowhere and clobbers him. As Storm flies above, flames begin wrapping around her. She wonders if the Human Torch is joking and gets annoyed. She blasts him with lightning and discovers her fallen attacker is a Skrull.
The one wrapped around the Black Panther warns her to surrender or he will suffocate T’Challa. From inside the cocoon formed by the stretchable Skrull, the Black Panther pulls an energy blade and stabs the Mr. Fantastic impersonator. Instantly the Skrull’s extended limbs slacken. The Black Panther warns him if he tries to attack again, he’ll use the blade to deaden every nerve in his body. The Thing stands over his fallen counterpart and wonders what is going on.
The Skrull scientist who created them approaches the Fantastic Four with Lyja at his side, holding the Human Torch in an invisible force field. He explains that they could not replicate the Super Skrull in one person, but they could split the powers into four people. He then warns that with the Invisible Woman’s power Lyja could kill them all easily. When asked what he wants, the scientist responded that the Fantastic Four invaded them. Black Panther tries to explain that they have no connection to the zombies that are attacking. Storm admits that sounds unlikely, but they would like to help. The scientist asks if they can stop them. Black Panther tells him that they will try.
Back outside the zombies continue feasting on the Skrulls. The zombies agree that Skrull meat isn’t too bad. The Giant Man zombie empties a warship into his mouth and laughs that it’s like a box of popcorn. Hulk screams that he’s still hungry. Luke Cage tries to explain that that’s their curse. They’re zombies, no matter how much they eat, they’ll still be hungry. The Hulk glares at him.
Using his massive strength the zombie Hulk slaps the zombie Luke Cage through a building. He yells not to talk to him like he is stupid. The other zombies look on and then Iron Man offers him a Skrull leg. The Hulk grabs it angrily and says they don’t get it, that Banner would be able to explain it.
Back in the Skrull tower, the General is furious that the zombies have eaten a city’s worth of people. He demands that they need to drop the bomb and blow them off the planet. The scientist and the two sets of Fantastic Fours enter asking for another solution. The General is infuriated that the Fantastic Four are there. TC’Challa tries to reason with the General, explaining that the zombies are a threat to everyone. The General threatens them, but T’Challa shrugs it off telling him that they’ve defeated them at every turn. They shouldn’t waste more time while the real enemy is still out there.
Outside the armada that the General sent against the zombies prepares to launch their bombs. Suddenly the zombie Giant Man appears and breaks open the ships gleefully eating the soldiers inside. The Hulk springs into one of the ships feasting on the Skrulls inside. Iron Man, Wolverine, and Spider-Man find another ship to bring down.
Inside the tower, the General watches stunned. As T’Challa asks if the General is ready to talk, Johnny and Ben ask the Skrull with the powers of the Invisible Woman if her name is Lyja. He explains that they met when she was a spy on earth. She snaps on him saying she has never been to earth, and all Skrulls may look the same to him, humans do to her. As he tries to explain she get angry and brushes him off. As she walks away, Ben and Johnny realize that they’re in an alternate universe.
As the Thing and Human Torch move to tell the others, Storm wonders about contacting Earth. They need to find out what has happened so they can figure out what the zombies are. Suddenly there’s a loud crash and they see that Luke Cage has crashed through the wall. He looks at them all and says he knew he smelled a hot meal.